The Board of Directors of the Political Film Society held a meeting at the time, on the day and at the place set forth hereinbelow, pursuant to Rule 12 of the Rules of Procedure:
TIME: 8:00 p.m.
DATE: July 24, 2004
PLACE: Hyatt Sedona, Suite 411, Sedona, Arizona
Present at said meeting were the following persons:
Michael Haas, Chair of the Board of Directors, Treasurer, Member of the Political Film Society, and Chief Executive Officer of the Political Film Society
Vorathep Sitthitham, Vice President, Secretary, and Member of the Political Film Society.
The following named persons served as Chair and Secretary of the meeting:
Chair: Michael Haas
Secretary: Vorathep Sitthitham.
The first order of business was to approve the Minutes of the Annual Meeting of Members of August 22, 2003. The motion carried.
The next order of business was to approve changes in the By-Laws of the Political Film Society, to make some provisions consistent with others. The motion carried. Changes are appended to these Minutes.
The final order of business was to elect officers of the Board of Directors. Michael Haas was nominated and elected as Chair of the Board of Directors. Vorathep Sitthitham was nominated and elected Vice President, Secretary, and Chief Financial Officer of the Political Film Society.
Each officer so elected being present, accepted his respective office.
There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned at 8:21 p.m.
Chair: ________________________________
ATTEST:______________________________
AMENDMENTS TO BY-LAWS
Article II, Section 2: delete "(Sec. 309)"
Article II, Section 3: add "of the California Corporations Code" after "Sec. 158"
Article II, Sections 8 & 11 & 19: change "Chairman" to "Chair"
Article II, Section 8: add "California Corporations" before "Code"
Article II, Section 9: change "Shareholders" to "Stakeholders"
Article II, Section 10: add " & March 1" after "February 1" and change "Meeting" to "Meetings" before the two colons
Article II, Section 11: add ", by letter or e-mail," after "Directors"
Article II, Section 11: delete "or telegraph"
Article II, Section 11: change "telegraphing" to "e-mailing"
Article II, Section 17: add "of the California Corporate Code" at the end
Article III, Sections 1 & 6 & 7: change "Chairman" to "Chair"
Article III, Section 10: place "and" before "earnings" and delete "and shares"
Article IV, Section 2: change "February 1" to "August 1"
Article IV, Section 3: change "Chairman" to "Chair"
Article IV, Section 4: add "California Corporations" before "Code"
Article IV, Section 5: add "of the California Corporate Code" at the end
Article IV, Sections 7 & 8: change "Shareholders" to "Stakeholders"
Article IV, Section 9: add new sentence: "A Stakeholder is a member of the Political Film Society in good standing who has paid membership dues and supplies to the Secretary a working e-mail address."
Article IV, Section 9: delete "for profit"
Article IV, Section 9: delete "or the date fixed for the allotment or rights"
Article IV, Section 9: delete "or any allotment of rights, or to exercise the rights in respect to any such change"
Article IV, Section 9: delete "or to receive such allotment of rights, o to exercise such rights on the books of the corporation after any record date fixed as aforesaid"
Article IV, Section 10: add "California Corporations" before "Code"
Article IV, Sections 11 & 12: replace "chairman" with "chair"
Article V, Section 3: replace "meeting of existing Stakeholders" with "meeting of the Board of Directors"
Article V, Section 3: add to the ending sentence "unless the Stakeholder maintains a working e-mail address and so notifies any member of the Board of Directors"
Article V, Section 5: delete "and their heirs"
Article V, Sections 6 & 7: delete
Article VI, Section 2: add "of the California Corporations Code" after "1500"
Article VIII, Section 2: add "of the California Corporations Code" after "212"
Article X, Section 2: change "Shareholders" to "Stakeholders"
