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I7 <br />Board Meeting Minutes <br />August 13, 1996 <br />Randall & Blake, Inc. <br />Board members present: Pamela Randall (RBI) <br />Rick Randall (RBI, NI, RBI Golf) <br />Eric Reger (RBI) <br />Marge Cocchiarella (RBI) <br />Todd Williams (NI) <br />Others Present: Randy Maher - President of Randall & Blake, Inc <br />Jeff Croll - V.P. of Heavy Construction Services <br />Jody Randall - Minutes Recorder <br />I) The meeting was called to order by Rick Randall on August 13, 1996 at the residence of Rick and <br />Pamela Randall, at 9:25 a.m. <br />II) Comments: Rick shared some thoughts on the purpose of a corporate board of directors and the board <br />meeting. The following are items that need to be looked at by the board. <br />- The companies' rationale for continuation <br />- To share the vision <br />- Establish objectives <br />- Closely look at finances, people and organizational systems <br />- Review technology <br />- Look at the management team and appoint people to it <br />- Establish frameworks for operating and policies <br />- Set targets <br />- Review and monitor performances <br />- Ensure ethical conduct <br />- Safeguard the assets <br />Overall, we are to provide oversight in the best interest of the company. Determine what needs to <br />be done, create capability to ensure that it gets done, make sure that when it does get done it <br />meets legal and ethical requirements, and ensure that it is reported to the stake holders (which <br />includes the entire staff of all RBI Companies). <br />III) Reading of the last meetings minutes: The minutes were dated May 28, 1994. The meeting was held <br />at the home of Richard and Pamela Randall at 7:00 p.m. There were three additional Board consents <br />issued ensuing those minutes regarding spinning off Landmark from RBI and taking the company public, <br />Landmark selling off their RBI stock, a consent for the distribution and surrender of the shares, and <br />consent minutes naming the new officers of RBI. Eric Reger motioned to approve the meeting minutes <br />including the ensuing consent minutes to date, Marge Cocchiarella seconded the motion, and it was <br />unanimously moved. <br />- Board Minutes Page 1 -