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properties in the City. The Board agreed that it was interested in doing <br />such a project; it should be brought to another Board meeting for <br />additional discussion. <br /> <br />Mr. Ippel reminded the Board members of the special meeting on April 20, <br />1988. <br /> <br />~ase ~1: DisQuss April 20 _Special Shareholders' MeetinG: <br /> <br />The Board suggested that items for the April 20 special shareholders' <br />meeting include discussion of the January 13, 1988 election and a report on <br />Board activities. <br /> <br />Mr. Goodrich noted that he was concerned that there needs to be a quorum at <br />the April 20 shareholders' meeting for any action to be taken. Mr. <br />Goodrich reported that he met with Glen Hardin, Ken Wagner, Don Greenberg, <br />Jack Ippel and Anne Norris on April 14. At this meeting, issues regarding <br />the January 13 election were discussed. The position of Mr. Wagner and Mr. <br />Hardin is that the current Board was not properly elected, the old Board <br />should revise the Company By-Laws, and a new election should be held by the <br />old Board with only those shareholders who were able to vote in the January <br />election permitted to vote in the new election. Mr. Ippel's suggestion is <br />to expand the current Board to include those 5 people nominated for the <br />Board but not elected on January 13. <br /> <br />Mr. Goodrich reviewed several issues with the Board: <br /> <br />A quorum needs to be present at the shareholders' meeting; a <br />quorum is the majority of the voting power of the Company present <br />at the meeting; for the purposes of the April 20 meeting, this <br />means that 31 shareholders need to be present. <br /> <br />2. He recommends that a new shareholders' election be scheduled for <br /> some time after April 20. <br /> <br />3. An interim Board should be appointed to serve between April 20 and <br /> the new election. <br /> <br />4. The issue of individual versus corporate shareholders. <br /> <br />Mr. Greenberg inquired as to who should run the April 20 meeting; he <br />suggested that he would like to nominate Bill Goodrich as moderator. <br /> <br />Mr. Kurak asked if other items that the January 13 election could be <br />discussed at the April 20 meeting. Mr. Goodrich stated that the January 13 <br />election should be the first order of business. Mr. Greenberg noted that <br />the purpose of the April 20 meeting is to resolve any differences so the <br />Company can resume its economic development activities. Mr. Fults agreed <br />that other issues are not important at this time; the Board and election <br />issues are priority items. <br /> <br />Case #2: Review Proposed Revised Com_oany _ByrLaws. <br /> <br />Economic Development Company/April 15, 1988 <br /> <br />Page 2 of 3 <br /> <br /> <br />