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AUC-Z4-99 04:49PM FROM-ABRAXAS EXEC/ACCOLIaTING <br />ZIO-490-8816 <br />T-346 P.16/ZZ F-6Z3 <br /> <br />Board of Directors Meeting <br />March 7, 1996 <br />Page 9 <br />RESOLVED. That the matters to be considered at said Annual Meeting of Stockholders shall <br />be' <br />1. The election of three members of the board of directors, <br />2. The ratification of the appointment of Ernst & Yount; as the auditors for the <br />Company for the fiscal year ending December 31, 1996; and <br />3. The transaction of such other business as may properly come before the <br />meeting or any adjournments; <br />and further <br />RESOLVED. That Robert L. O Watson, Chris E. Williford and Stephen T. Wendel, and <br />each of them, are hereby designated as the persons to be named as proxies in management's proxy <br />material to be furnished to stockholders in connection with said Annual meeting, and further <br />RESOLVED- That no business is expected to come before said Annual Meeting of <br />Stockholders other than the matters specified above, but that if such other business should arise, the <br />above named proxies shall vote thereon according to their best judgment in the best interest of the <br />Company; and further <br />RESOLVED- That the officers of the Company, with the advice of counsel, are hereby <br />authorized and directed to prepare a Notice of the 1996 Annual Meeting, a Proxy Statement and a <br />form of Proxy as they may determine to be proper, and further <br />RESOLVED That the appropriate officers of the Company are hereby authorised and <br />directed to file preliminary and definitive copies of said proxy material with the Securities and <br />Exchange Commission and to c4use to be mailed to each shareholder of record of the company as <br />of the close of business on March 21, 1996, definitive copies of such proxy material together with <br />the Company's 1995 Annual Report. <br />Mr. Phelps was then called on to report on a meeting of the Nominating Committee held <br />4 March 7, 1996. Mr. Phelps that the'Nominating Committee recommended that Harold D Caner be <br />~ nominated for a three year terns to replace Willard A. Marks, who has decided to not stand for re- <br />term would begin at the next Annual Shareholders Meeting being held <br />Thursday, May 16, 1996.