2005-10-05_GENERAL DOCUMENTS - C1989074

• Permit No: C1989074
• IBM Index Class Name: General Documents
• Doc Date: 10/5/2005
• Doc Name: AVS File
• Media Type: D
• Archive: No

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An Equal Opportunity Employer Board of Directors Meeting
December 14, 1985
Upon proper notification, the Board of Directors of Randall & Blake,
Inc. held a meeting at 10:A.M. at the Cheyenne Mountain Inn in Colo-
rado Springs, Co., with a quorum consisting of Richard Randall,
Pamela Randall, Fred Schlott, Stuart Cameron, Linelle Goff, Dan
Almond, and Marjorie Cocchiarella.
Motion made by Marge, seconded by Fred and unanimously approved that
the Board accept termination of old stock restriction agreement with
former attorney.
Motion made by Dan, seconded by Marge and unanimously approved to
appoint Clyde Faatz, Fuller and Evans, as the new trustee.
Discussion and review was held regarding adoption of a new buy-sell
agreement for Rick's stock. Discussed possibility of ESOP being
the vehicle to own the Company in the event of Rick's death. It was
tabled for further review by the attorney.
Motion made by Marge, seconded by Linelle to appoint Fred as add-
itional trustee for the ESOP.
Motion made by Linelle to revalue the ESOP stock at 36.50. It was
amended by Marge, seconded by Fred and unanimously approved that for
the purposes of ESOP, the value of the shares will be determined by
the book value of the Company based on the last year-end audited
financial statement.
Motion made by Linelle, seconded by Fred that the RBI outstanding
shares of stock be valued at book value based on the last audited
Company financial statement. It was approved, with Stuart abstain-
ing.
Motion was made by Marge, seconded by Fred and unanimously approved
to allow $1,000.00 for bonuses.
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Motion was made by Stuart and seconded by Marge to elect Eric Reger
to the Board of Directors of Randall & Blake, Inc. It was approved
with Dan abstaining.
Motion was made by Marjorie, seconded by Fred and unanimously approved
to allow Rick to represent and vote stocks owned by RBI at stock-
holders meetings of RBI's subsidiaries.
4901 S. Windermere, Littleton, Colorado 80120, Phone: [phone]
Randall & Blake, Inc.
An Equal Opportunity Employer