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iy <br />D) Jody motioned to move to an S-Corp. <br />a) The motion died on the table. <br />b) Discussion was had: what is the true benefit of an s-corp. <br />C) Todd re-motioned to move to an S-Corp, Jody seconded <br />d) How does it affect subsidiaries? <br />e) Vote: All were in favor of moving to an S-Corp except for Marge <br />who abstained from the vote. <br />6) Stock split: Eric made a motion to make it a 100/1 split, Randy seconded <br />it and all were in favor. <br />C) Corporate Insurance: We are currently underinsured - Rick will look into <br />improving this situation. <br />D) Bonding <br />E) Changes needed in the buy/sell agreement. <br />1) Employee must sell stock back to company upon leaving <br />2) The stock will be valued at the ESOP value. <br />3) Interest on the buy back has been changed, it is Norwest prime plus 2%. It <br />used to be 8%. <br />4) We don't have to contractually pay employees for their ESOP stock shares <br />until they are 65 plus. We either pay now or at 65. <br />5) Both the ESOP and Stock agreements have payment plans <br />F) Classes of stock: Voting and non-voting so that you could closely control this <br />company while giving stock ownership to a broader spectrum of people. <br />1) Marge moves that we make two classes of stock. Jody seconded Marge's <br />motion to make two classes of stock, voting and non-voting. All were in <br />favor <br />2) There was a motion by Marge to adopt the stock holders agreement if they <br />are signed and approved by all of the board of directors and the <br />outstanding share holders. This was seconded Jeff K and approved by all. <br />G) Production Bonus Plan <br />I) Rick thinks there is not enough money for non-division head managers. <br />a) Jeff K. moves to include Dave B. in the executive team 7 pool and <br />- RBI Board Minutes Page 2 -