KK-1-A-1
[Law Offices of Furth, Fahrner & Wong, San Francisco]
June 21, 1977
From: Zeppelin W. Wong
To: Dr. Ernest A. Bates, G. Rip Ridley, Dr. A. John Anlyan, Rev. Jim W. Jones, Carlton B. Goodlett
Re: First California Export & Import, Inc.
I have pleasure in enclosing herewith a copy of the Minutes of Board of Directors’ Meeting of First California Export & Import, Inc. which was held on May 19, 1977.
__ ___
MINUTES OF BOARD OF DIRECTORS MEETING
FIRST CALIFORNIA EXPORT & IMPORT, INC.
MAY 19, 1977
The Corporation held its first Directors’ Meeting on May 19, 1977, at 9:00 p.m. at the home of Dr. Ernest A. Bates. Notice was given in the usual manner by letter. Present were the following people:
Name Address
Dr. Ernest A. Bates – 350 Parnassus, San Francisco, CA 94117
- Rip Ridley – 149 California Street, San Francisco, CA 94111
Dr. A. John Anlyan – 2518 Filbert Street, San Francisco, CA 94123
Rev. Jim W. Jones – 1859 Geary Boulevard, Apt. 1, San Francisco, CA 94115
Carlton B. Goodlett – 1360 Turk Street, San Francisco, CA 94115
Zeppelin W. Wong – 235 Montgomery Street, Suite 1330, San Francisco, CA 94104
The first matter discussed was the election of officers. The following persons were nominated and elected by unanimous vote:
President – Dr. Ernest A. Bates
Vice President – G. Rip Ridley
Secretary – Zeppelin W. Wong
Treasurer – Dr. A. John Anlyan
___ ____
The following persons were elected as directors:
- Ernest A. Bates
- Carlton B. Goodlett
- Jim W. Jones
- Rip Ridley
- A. John Anlyan
- Ruth Love
- Frederick P. Furth
- Zeppelin W. Wong
Carlton B. Goodlett was elected Chairman and Rev. Jim W. Jones was elected Vice-Chairman.
There was a suggestion by Mr. Ridley that the number of directors be increased to 15.
By Laws
The Board accepted the form of By Laws – the standard form with the restriction on transfers and proportionate sale of stock to the seven original members.
The matter of the IRS Section 1244 Stock Provisions was also discussed and accepted as part of the original Minutes of the Meeting. It was also discussed whether to incorporate as a D.I.S.C. or as a Western Hemisphere trading corporation.
The matter of financial participation by each incorporator was discussed and it was unanimously approved that each person pay up $2,000.00 cash, that the money be in the corporation by July 1, 1977. So far as each stockholder who has paid out of his personal funds, expenses on behalf of the corporation
___ ____
including the members who have travelled to Cuba, incorporation expenses and time charges of Furth, Fahrner & Wong, that these development costs be set out by the respective incorporator and presented to the next Board Meeting.
It was further unanimously approved that the original application for permit to issue stock be in the amount of $50,000.
After due discussion, it was unanimously approved that the corporate headquarters be at 149 California Street, Suite 310, San Francisco, California 94111, Telephone No. (415) 433-1271. A cable address will be registered as FIRSTCALEX at 149 California Street, Suite 310, San Francisco.
Once the name of the corporation is registered in San Francisco, and the cable address is confirmed, Mr. Ridley is to prepare the corporate stationery which will be needed immediately.
The chairman then brought up the matter of first business with Cuba and he discussed briefly their first trip in February to Havana when the Minister of Health discussed the acute need of medical equipment. It appeared that the first three items with which the corporation could start for actual offering are a gas analyser, a SMA profile machine and an electrocardiographic machine. Thereafter it was unanimously approved that a committee of three, consisting of Drs. Bates, Goodlett and Anlyan be appointed as the Medical Equipment Committee to report back at the next Board Meeting the result of their enquiry.
__ __
Dr. Goodlett then brought up the matter of export sales and imports to and from other countries including Nigeria, Iran, Guyana and Trinidad.
The Chairman then brought up the matter of secondary investors and it was the consensus of opinion that the matter be put off until the next meeting as it was premature to discuss the matter of secondary offering to interested investors.
No date was set for the next meeting, but it was the consensus of the Board that it would be called when the Medical Equipment Committee is ready for presentation of their report.
The Meeting was continued until called by the Chairman.
/s/ Zeppelin W. Wong
Zeppelin W. Wong
Secretary