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MINUTES OF THE <br />BOARD OF DIRECTORS' MEETING OF <br />AEI RESOURCES HOLDING, INC. <br />Juue 19, 2001, 10:00 a.m. <br />A meeting of the Boazd of Directors (the "Boazd") of AEI Resources Holding, Inc. (the <br />"Company"), was held on June 19, 2001, at 10:00 a.m. in Ashland, Kentucky. Attending in <br />person were Lany Addington, Robert Addington, Stephen Addington and Stonie Bazker. 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 a proposed Employment Agreement with Mr. Don Brown. Messrs. Larry and Stephen <br />Addington then discussed the qualifications and credentials of Mr. Brown, as well as Mr. <br />• Brown's prior experience with the Company. Messrs. Addington explained the terms of the <br />proposed employment agreement with Mr. Brown. <br />Mr. Larry Addington then submitted his resignation as Chief Executive Officer and as <br />Chairman of the Board 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. Bazker seconded the motion, and the motion was approved unanimously. <br />There being no further business, Mr. Bazker moved to adjourn the meeting, and <br />Mr. Larry Addington seconded the motion. The meeting adjourned at approximately 10:10 a.m. <br />r 1 <br />J <br />07951.110391 <br />LE.`Clibrary/AEI - Minutes of 6_19_01 Baard Meeting of AEI REsourc~ Holding.DOC <br />RN _p / 5 ~9~0 -Z <br />