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• MINUTES OF THE <br />BOARD OF DIRECTORS' MEETING OF <br />AEI RESOURCES, INC. <br />June 19, 2001, 10:00 a.m. <br />A meeting of the Board of Directors (the "Board") of AEI Resources, Inc. (the <br />"Company"), was held on June 19, 2001, at 10:00 a.m. in Ashland, Kentucky. Attending in <br />person were Larry Addington, Robert Addington, Stephen Addington and Stonie Barker. Jeff <br />Hallos, outside legal counsel from Frost Brown Todd LLC, attended by telephone conference. <br />The meeting was called to order by Mr. Larry Addington. The first item of discussion <br />was the approval of the minutes from the previous Boazd meeting. Mr. Stonie Bakker moved to <br />approve the minutes, Mr. Robert Addington seconded the motion, and the motion was <br />• unanimously approved by the directors. <br />Messrs. Larry and Stephen Addington then discussed the qualifications and credentials of <br />Mr. Don Brown, as well as Mr. Brown's prior experience with the Company. Messrs. <br />Addington explained the terms of a proposed employment agreement with Mr. Brown. <br />Mr. Larry Addington then submitted his resignation as Chief Executive Officer and as <br />Chairman of the Boazd of Directors of the Company. Mr. Stephen Addington moved to accept <br />the resignation and to appoint Don Brown as Chief Executive Officer and Chairman of the Board <br />of Directors. Mr. Barker seconded the motion, and the motion was approved unanimously. <br />Following such approval, the Boazd invited Messrs. Michael Nemser, Jim Campbell, Vic <br />Grubb, Marc Memtt, Rick Boone and Bill Campbell into the meeting. Mr. Boone provided an <br />overview of the May 2000 and 2000 yeaz-to-date financial results. Mr. Jim Campbell then <br />• reported on current operations, and Mr. Merritt reviewed coal shipments in May 2000 and 2000 <br />07951.IIOJ95 <br />LEXlibrary/AEI Resources -Minuses o(6_I9_01 Board Meeting.DOC l <br />I:N-o r 5~9/o z <br />