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A) Rick Randall read Dan Almond's resignation from the RBI board of directors dated: January 12, 1996. <br />Pamela Randall motioned to accept Dan's resignation, this motion was seconded by Marjorie <br />Cocchiarella, it was then unanimously approved by the board. <br />B) Rick Randall read Stuart Cameron's resignation from both the RBI and Nurseries, Inc. board of <br />directors dated: August 2, 1996. Pamela Randall motioned to accept Stuart's resignation, this motion <br />was seconded by Marjorie Cocchiarella, it was then unanimously approved by the board. <br />C) Rick suggested that we purchase a gift for Stuart for his dedicated years of service. Eric than <br />motioned that we do this, it was seconded by Marge and unanimously voted in by the board. After <br />discussion we decided that Pamela Randall will purchase and engrave a gold watch to give to Stuart. <br />V) Subsidiary companies or alter egos. <br />Rick discussed subsidiary companies and the criteria courts could use to pierce the corporate veil in the <br />event of a lawsuit, bankruptcy or some other conflict. To prevent commingling the companies, we keep <br />separate bank accounts, federal i.d. numbers and should keep separate board members. Rick Randall <br />asked for a formal election and assignment of the board of directors for all three companies; RBI Golf, <br />Randall & Blake, Inc. and Nurseries, Inc. <br />A)Randall & Blake, Inc. <br />1) Eric Reger made a motion to amend the articles of the corporation to allow for 5 - 7 directors. <br />This motion was seconded by Pamela Randall. The motion was approved unanimously. <br />2) Discussion was had regarding the inclusion of outside directors on the board. <br />a) The reason for having outside directors is to get a different perspective on our <br />business and to remove the tunnel vision. <br />b) Outside directors would require directors errors and omissions insurance. (Noted that <br />we may need more insurance for ourselves) <br />c) Discussion was had regarding qualified professionals to fill outside board seats: Sarah <br />Finn (conflict of interest?), Bob Boetcher (too expensive?), Ken Gerlack (nice way to <br />include him on the board), Lew Hammer. <br />d) Eric Reger motioned that we agree on the principal of the recruitment of outside <br />director(s) to the board. Rick Randall will "approach" the people who might be <br />appropriate to serve as a director to see if they would be interested. It will be left up to <br />the Board to actually select the outside directors. This motion was seconded by Pam <br />Randall. The motion was carried with no dissenting votes. <br />3) The motion was made by Marjorie Cocchiarella to re-elect all current board members to the <br />board. This motion was seconded by Eric Reger and unanimously agreed upon. Currently the <br />board is made up of Richard Randall, Pamela Randall, Eric Reger and Marge Cocchiarella. <br />I ?( 4) Pamela Randall motioned to add Randy Maher to the Board of Directors. This was seconded <br />(J by Eric Reger and was unanimously voted in. Randy Maher accepted this position. <br />5) Discussion was had regarding the reaffirmation of Eric Reger and Marjorie Cocchiarella as <br />assistant secretaries to the corporation. For the record the current officers of Randall and Blake, <br />Inc. are as follows. <br />CEO: Richard Randall <br />President: Randy Maher <br />Vice President of Estimating: Eric Reger <br />- Board Minutes Page 2 -