04/20/88 - Laserfiche WebLink

Home

Discussion R~ga~ding January 13, 1988 Election: Mr. Goodrich inquired whether anyone objected to the proxies; no one objected. Mr. Goodrich outlined that each individual or corporate shareholder has one vote no matter how many shares are held; he recommends that this policybe continued. Mr. P~udio agreed with the policy. Mr. Goodrich notod that there are 61 shareholders holding 169 shares; the quorum for this meeting is 32; therefore~ a quorum is present and business of the Company may be conducted. Mr. Goodrich reviewed the January 13 election; no quorum was present at that meeting so he recommends that a new election be scheduled and a record date for shareholders be established. Mr. Ippel read a letter written to him by Mr. Tom Kurak regarding the January 13 election. Motion by Mr. Ippel and seconded by Mr. Greenberg that the Board of Directors, elected at the January 13, 1988 shareholders' meeting, continue in office until the next annual meeting of shareholders on January ll, 1989 and that this Board of Directors present a new set of By-Laws to the shareholders no later than December 15, 1988 for consideration at the annual shareholders' meeting on January 11, 1989. Further discussion: Mr. Wagner was opposed to the motion; this meeting was called as a result of the way the current Board was elected. Mr. Gorecki and Mr. Sentyrz agreed and stated that a new election is necessary. Mro C~odrich stated that as a quorum is present, Mr. Ippel's motion is legal; however, he would rather not see the motion pass. Mr. Greenberg stated that there is Company business that needs to be addressed until the new election is held; a Board is needed. Mr. Raudio asked whether it would be possible to have both Boards serve to handle Company business until a new election can be held; would the By-Laws need to be revised? Mr. Goodrich noted that the shareholders could revise the By-Laws to allow for more Directors. Mr. Ippel noted that at the January 13 meeting, the largest amount of shareholders ever was present; in the previous year~ there was no quorum for electing Directors. Mr. Gorecki stated the proposed motion does not address the problem of the January 13 election; the only way to resolve that is to schedule a new election and the new election should happen much earlier than January 1989. Mr. DeLuca asked whether the shareholders could establish an interim Board. Mro Greenberg withdrew his second. Mr. Ippel seconded the motion with the proxy of Iron Works Development Corporation. Mr. DeLuca called the question. Mr. Fults asked that voting be done by secret ballot. There were 14 votes in favor of the motion, 21 votes opposed to the motion; motion failed. Economic Development Company/April 20, 1988 Page 2 of 4