Meeting of the Board of Directors to be held on Wednesday, April 3, 2009 at 10:15 A.M. in the The Company
1. Apologies for absence
2. Minutes of the meetings held on March 2, 2009 3. Points arising from minutes as read
4. Report by the Chairman( a copy of the report is attached to this agenda) 5. Resolution or Motion
6. Date of next meeting
7. To transact any other business that may come before the meeting Minutes of the monthly meeting of a board of directors
Minutes of the Board of Directors of the XYZ Company held on Wednesday, april3, 2009, at 10:15 A.M. in the company boardroom. Chairman John Brown presided.
PRESENT: Brad Schaffner (Harvard), Cathy Zeljak (George Washington), Brian Baird (H. F. Group), Diana Brooking (Washington), Adam Burling (ACRL), Jackie Byrd (Indiana), Jared Ingersoll (Columbia), Sandra Levy (Chicago), Dan Pennell (Pittsburgh), Janice Pilch (Illinois), Emily Ray (Yale), Kay Sinnema (Library of Congress), Andy Spencer (Wisconsin), David Woodruff (Getty Research Institute).
APOLOGIES: Apologies for absence were received from Rina Dollinger and Alfred Kessel.
MINUTES: The minutes of the March 2, 2009, meeting were read by the secretary and approved.
REPORT BY CHAIRMAN: The Chairman reported that he had met Mr. Nathan Rosenberg concerning XYZ’s interests in computer software development and the services Mr. Rosenberg is prepared to extend to aid XYZ in developing these interests. For the information of the Chairman, Mr. Rosenberg outlined the growth of the software industry from the time he launched ABC Software Company in 1987 until today.
REPORT BY GENERAL MANAGER:
Thomas Kilroy summarized his detailed discussions with Jay Jefferson, Chief Executive Officer of Hudson Audiovisual Productions ( “Hudson”) and BZN’s interests in audiovisual instructional materials. The classroom use of audiovisual instructional materials in the United States, Canada, the United Kingdom, and other countries of the European Union has been a major educational trend and has had phenomenal growth. A trend that educators in North America and Western Europe predicting is likely to continue.
Since there are many ways that Hudson can help BZN develop an international audiovisual program for use in English-speaking countries and with translation for other parts of the world, Mr. Kilroy made the following proposal, seconded by Nichols Raines, to authorize a feasibility study to cover the following:
a) The present educational audiovisual marketplace in the United States, Canada, and the United Kingdom, and
its potential for expansion. b) Present companies operating in this marketplace and their share.
c) Growth patterns of different types of audiovisual materials and their potential for continued growth and
REPORT BY MARKETING MANAGER:
Thomas Kilroy gave a summary of a study on the feasibility of acquiring an audiovisual instructional materials company in North America and the United Kingdom. Results indicate more investigation is needed. - To select the companies that seem to offer the best opportunities to BZN and to investigate the possibility of acquiring them.
- To inquire about the terms of sales from the owners of the companies selected by BZN and report these terms to BZN.
MOTION: Chairman Brown proposed a motion, seconded by Sharon Moretti, that an ad hoc committee of directors should be instituted to study Mr. Rosenberg’s involvement in greater detail. The board agreed to vote on this motion at the next meeting.
RESOLUTION: A resolution authorizing the company’s transfer agent to issue new shares was unanimously adopted by all members.
NEXT MEETING: It was agreed that the next meeting will be held on May 2, 2009, at 10:30 A.M., in the company boardroom.
There being no further business, the meeting closed at 11:45 A.M.
LMK CO., LTD.
MINUTES OF THE FIRST MEETING OF DIRECTORS
HELD AT BLANK HOUSE, BLANKVILLE
ON MONDAY, SEPTEMBER 21ST, 2006
Present: AB, CD, and EF (directors).
In attendance: XY, secretary.
(1) PRELIMARY: It was reported that AB, CD, and EF, appointed directors by the articles of association had filed written consents to act, as required by section 181 of the Companies Ordinance 1997.
(2) CHAIRMAN: EF was appointed temporary chairman of the meeting and it was resolved:
That AB be and is hereby appointed chairman of the board.EF then vacated the chair in favour of AB.
(3) DIRECTORS' INTERESTES: As required by section 199 of the Companies Ordinance 1997, each director submitted a list of companies and firms of which he is a member.
(4) SECRETARY: It was resolved:
That XY be and is hereby appointed secretary of the company at a salary of RMB100,000 per annum and that the company's solicitors be requested to draft a service agreement.
(5) CERTIFICATE OF INCORPORATION: The secretary produced the company's certificate of incorporation No.987654321 dated
September 15th, 2006.
(6) REGISTERED OFFICE: The registered office of the company will be Blank House, Blank Street, Blankville, and the secretary was instructed to give notice of this to the Registrar of Companies.
(7) COMMON SEAL: The seal, an impression of which is impressed hereon, was adopted as the common seal of the company.
(8) LEASEHOLD PREMISES: The lease of the company's registered office from Blank Insurance Co Ltd, approved by the solicitors, was produced to the meeting and sealed.
Motion was made by CD to open a current account with Bank of China, on the following Monday September 25th. The motion was seconded and, following discussion, unanimously allowed.
At 3:34p.m., XY moved to go into executive session to discuss personnel issues. The motion was seconded and unanimously allowed. At 4:32p.m., Mr. XY moved to go out of executive session. The motion was seconded and unanimously allowed.
Mr. XY made a motion to place Director CD on unpaid administrative leave effective December 12, 2006 for a period of 14 days. The motion was seconded and unanimously allowed.
There being no other businesses, AB made a motion to adjourn at 6:37p.m.. The motion was seconded and unanimously allowed.
Meeting adjourned at 6:37p.m.
Secretary of the Meeting
of LMK Co., Ltd.