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Motion by Mr. Fults and seconded by Mr. Raudio that the past two boards <br />will act on behalf of the Company until an orderly and proper election of <br />the Board of Directors can be held; this election shall be held on June 1, <br />1988; only shareholders of record as of May 10, 1988 shall be permitted to <br />vote at that election. Motion carried unaninDusly. <br /> <br />Mr. Goodrich recommended that a nominating committee be formed for <br />directors to be elected at the June 1 meeting. <br /> <br />Motion by Mr. McLaughlin and seconded by Mr. Fults that the Board appoint a <br />nominating committee for the June 1 election. <br /> <br />Further discussion: Mr. Fults suggested that no Board members be on that <br />committee. Mr. McLaughlin agreed to that amendment to his motion. Mr o <br />DeLuca asked whether having a nominating committee would preclude <br />nominations from the floor. Mr. -Goodrich noted that nominations from the <br />floor are always permitted; a nominating committee just helps to organize <br />the election. Motion carried with Mr. DeLuca voting no. <br /> <br />Mr. Goodrich noted that proxies for the election would be mailed out after <br />May 10, 1988. <br /> <br />Mr. C~odrich noted that in order to serve on the Board, shareholders need <br />to be individual shareholders, not corporate shareholders. Mr. Raudio <br />noted that that should be included in the letter to shareholders regarding <br />the special election. Mr. Soderholm asked whether shareholders have to be <br />a resident or business located in Ramsey. <br /> <br />Motion by Mr. Muller and seconded by Mr. McLaughlin that corporate <br />shareholders can serve on the Board. <br /> <br />Further discussion: Mr. Gorecki asked about the difference betw~een Class A <br />and B shareholders; Mr. Goodrich stated that the first share any <br />shareholder owns is a Class A share; any shares more than that are Class B <br />shares and are non-voting shares. Motion carried unanimously. <br /> <br />There was discussion regarding whether someone who is not a shareholder of <br />record can be elected to the Board. <br /> <br />Motion by Mr. Gorecki and seconded by Mr. Ippel that anyone elected to the <br />Board needs to be a shareholder of record or a representative of a <br />corporate shareholder of record. Motion carried unanimously. <br /> <br />Mr. Goodrich discussed the principle of cumulative voting and noted that it <br />is permitted as the Company's Articles of Incorporation do not specifically <br />prohibit it; Mr. Goodrich anticipates that there will be cumulative voting <br />at the June election. <br /> <br />Case #2: Review Company Activities: <br /> <br />Mr. Zimmer presented the Board's activities: <br /> <br />- Goal setting session in February - goal: <br /> Economic Development Company/April 20, 1988 <br /> <br />Page 3 of 4 <br /> <br /> <br />