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ASP Advantage 1993
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The Association of Shareware Professionals Advantage CD-ROM 1993.iso
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corpn08.lex
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1991-08-12
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.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
.TX1 *** STOCKHOLDER SUBSCRIPTION REPORT - STOCKHOLDER MTG ******
The Chairman then introduced the Subscription Agreements,
made and entered into by the persons whose names appear in the
list below. He reported that cash had been paid to the Corporation
by those stock subscribers in the total sum of {TOTAL_SUBSCRIPTIONS}.
Upon motion duly made and seconded, the resolution following the list
of names was {?UNANIMOUSLY}adopted.
LIST OF STOCK SUBSCRIBERS:
.TX2 *** STOCK SUBSCRIPTIONS FOR MINUTES - ONE SUBSCRIBER *******
SUBSCRIBER'S NO. SHARES AMOUNT OF STOCK
NAME SUBSCRIBED SUBSCRIPTION DESCRIPTION
{SUB_LINE1}
.TX3 *** STOCK SUBSCRIPTIONS FOR MINUTES - TWO SUBSCRIBERS ******
SUBSCRIBER'S NO. SHARES AMOUNT OF STOCK
NAME SUBSCRIBED SUBSCRIPTION DESCRIPTION
{SUB_LINE1}
{SUB_LINE2}
.TX4 *** STOCK SUBSCRIPTIONS FOR MINUTES - THREE SUBSCRIBERS ****
SUBSCRIBER'S NO. SHARES AMOUNT OF STOCK
NAME SUBSCRIBED SUBSCRIPTION DESCRIPTION
{SUB_LINE1}
{SUB_LINE2}
{SUB_LINE3}
.TX5 *** STOCK SUBSCRIPTIONS FOR MINUTES - FOUR SUBSCRIBERS *****
SUBSCRIBER'S NO. SHARES AMOUNT OF STOCK
NAME SUBSCRIBED SUBSCRIPTION DESCRIPTION
{SUB_LINE1}
{SUB_LINE2}
{SUB_LINE3}
{SUB_LINE4}
.TX6 *** STOCK SUBSCRIPTIONS FOR MINUTES - FIVE SUBSCRIBERS *****
SUBSCRIBER'S NO. SHARES AMOUNT OF STOCK
NAME SUBSCRIBED SUBSCRIPTION DESCRIPTION
{SUB_LINE1}
{SUB_LINE2}
{SUB_LINE3}
{SUB_LINE4}
{SUB_LINE5}
.TX7 *** STOCK SUBSCRIPTIONS FOR MINUTES - ADDITIONAL SUBSCRBR **
{!SUB_LINE}
.TX8 *** STOCK SUBSCRIPTIONS FOR MINUTES - APPROVAL RESOLUTION **
.FT -----L----!----!----!----!----!----!----!----!----!----!---R
RESOLVED, that the subscription agreements of the above
listed subscribers to the stock of this Corporation be and
they are hereby approved and the Board of Directors be and
it is hereby authorized to issue capital stock of this
Corporation to said subscribers in accordance with said
subscriptions; and the directors be and they are hereby
further authorized to issue capital stock of this Company to
the full amounts and proportions as from time to time shall
be determined by the Board and to accept in full or in part
payment thereof, such property or money or money's worth as
the Board may determine shall be good and sufficient
consideration for the business of the Company. The officers
are specifically authorized at this time to issue the number
of shares of the stock of the Company as is shown opposite
their names above to the above-named stock subscribers.
.TX9 *** DEATH BENEFIT FOR EMPLOYEES - STOCKHOLDER MINUTES ******
.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
The Chairman then presented to the Stockholders the question
of establishing a plan wherein the Corporation would pay a death
benefit of $5,000.00 payable to the family of any deceased employee
of the Corporation. After a full and complete discussion, it was
the consensus of the Directors that such a plan would be in the
best interest of the Corporation. The following resolution was
then moved, seconded and {?UNANIMOUSLY}adopted:
.FT -----L----!----!----!----!----!----!----!----!----!----!---R
RESOLVED, that the Board of Directors and the Secretary or
Treasurer of the Company are authorized to take such steps
as may be necessary to establish an employee death benefit
plan wherein the Corporation will pay the sum of $5,000.00
to the family of any deceased employee of the Corporation.
.TX10 *** REIMBURSEMENT IF OFFICERS' EXPENSES DISALLOWED BY IRS *
.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
The Chairman then presented the proposition that the minutes
should reflect that the Corporation provide for payment of all
expenses paid by it on behalf of its officers, including the
medical expenses, on condition that the Corporation be reimbursed
for such payments if they are disallowed as deductions by the
Internal Revenue Service. The following resolution, on a motion
duly made and seconded was then adopted:
.FT -----L----!----!----!----!----!----!----!----!----!----!---R
RESOLVED, that the corporate minutes shall be in conformity
with the provisions of Oswold, 49 T.C. 645 (a); TC G3103;
TG 14,978, as follows:
"Any payments made to an officer of the Corporation such as
salary, commissions, bonus, interest, rent, entertainment
expenses incurred by him or her on behalf of the Company, or
any payments made by the Corporation to provide an accident
and sickness plan to provide benefits during periods of
absence from work due to personal injuries or sickness and
to reimburse the officers of the Corporation for expenses
incurred for the complete medical or dental care of the
officer, his officer, his spouse and dependents, which shall
be disallowed in whole or in part as a deductible expense
by the Internal Revenue Service, shall be reimbursed by such
officer to the Corporation to the full extent of such
disallowance. It shall be the duty of the directors, as a
Board, to enforce the payment by the officer, subject to the
determination of the directors, proportionate amounts may be
withheld from his future compensation payments until the
amount owed to the Corporation has been recovered."
FURTHER RESOLVED, that any amounts paid to the President,
Vice-President, Secretary or Treasurer which do not qualify
or are not applicable as payments on an accident and
sickness plan to provide wage continuation benefits during
periods of absence from work due to personal injuries or
sickness or which reimburses the officer for expenses
incurred for the complete medical or dental care of the
officer, his spouse and his dependents, or as salary, travel
expenses, car expenses or other reimbursed expenses by the
Internal Revenue Service shall be considered as advances or
loans and in no event shall be considered or classified as
dividends, provided further, that the provisions herein set
out for salaries for the President does not include amounts
or allowances for travel expenses, care expenses or other
expenses and reimbursements paid to any stockholder or
officer. Any amounts disallowed by IRS shall be fully
reimbursed to the Corporation.
.TX11 *** GENERAL BUSINESS RESOLUTIONS FOR STOCKHOLDER MINUTES **
.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
Upon a motion duly made, seconded and passed, the following
resolutions were then adopted by the Stockholders to govern the
business and affairs of the Corporation:
.FT -----L----!----!----!----!----!----!----!----!----!----!---R
RESOLVED, that the treasurer be and he hereby is authorized
and instructed to open such bank accounts for the Company
as is necessary with such banks as may be necessary to
conduct its affairs and to deposit therein all funds of the
Corporation coming into his custody as directed by the Board
of Directors; such accounts to be in the name of the Company
and funds deposited therein to be withdrawn by check signed
by the following officers:
{CHECK_SIGNERS}
RESOLVED, that the officers of the Company are authorized to
buy, rent or lease for the use of the Corporation such real
estate, buildings or other property as may be necessary for
the proper transaction of the Corporation's business upon
such terms and for such rental as in their judgement are
reasonable and proper.
RESOLVED, that the Board of Directors shall set salaries for
the officers of the Corporation, of such sums as in their
judgment and discretion are reasonable and just. Said
salaries may be increased or decreased at any time by a vote
of a majority of the directors; said salaries may be payable
in installments or in lump sums.
RESOLVED, that the Corporation is empowered to make interest
free loans to employees per authority of the J. Simpson Dean
case.
RESOLVED, that the Corporation is authorized to pay all
expenses for meals of employees when employees are requested
to remain on the premises for the business of the Company.
RESOLVED, that the Secretary is hereby authorized to procure
share certificates in proper form, a corporate seal as
provided in the by-laws and such record books and supplies
as may be necessary for the proper operation and recording
of the Corporation's transactions.
RESOLVED, that the President is hereby expressly authorized
to procure licenses and permits as required by the State of
{INC_STATE} and the United States Government that are
necessary to fulfill the purpose of this Corporation.
RESOLVED, that the seal now produced by the Secretary, an
impression of which is made in the minute book of the
Company, which is adopted as the common seal of the Company,
shall not be affixed to any deed or instrument except in the
presence of an officer or director and the Secretary of the
Company who shall respectively sign said deed or instrument.
RESOLVED, that the Treasurer is hereby authorized to pay
from the corporate funds the expenses properly incurred in
the incorporation of this Corporation and in connection with
such incorporation, and all other proper obligations of the
Corporation as they become due and payable.
RESOLVED, that the proper officers of this Corporation be
and they hereby are authorized and directed on behalf of the
Corporation and under its corporate seal to make and file
such certificates, reports or other instruments as may be
required by law to be filed in any state or foreign country
in which said officers shall find it necessary or expedient
to file the same for the purpose of authorizing the Company
to transact business in such state or foreign country.
.TX12 *** CLOSING PARAGRAPH - SHAREHOLDER MINUTES ***************
.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
There being no further business to come before the meeting,
it was adjourned.
________________________
{SECRETARY_NAME},
SECRETARY
APPROVED:
________________________
{CHAIRMAN_NAME},
CHAIRMAN
.END ****************** END OF CORPN08 TEXT *********************