Happy Veterans’ Day to all:
As a follow-up to last week’s board meeting, I am getting to you several items. Preliminarily, however, I have received a copy of the banking resolution (the action by unanimous written consent) signed by all except Alyce. If further action from me is needed on this, please let me know.
Here is a list of the items and a brief description of each:
1. The documents signed back in 2000 regarding the AJV partition. This provides some background.
2. Three sets of tax notices from the Kodiak Island Borough with handwritten notes from Richard Simeonoff, Sr. It appears that corporate funds may have been used to pay some of these taxes in the past. However, I am not aware of any legal authority to support such payments, if they occurred. Absent something in the nature of a loan or compensation for services, a corporation is not to make payments on behalf of one or two shareholders without doing the same for all shareholders. This should be discussed with the CPA conducting an audit.
3. A revised set of bylaws which would allow for the board members to have over-lapping terms – in the interest of providing for continuity. If these are acceptable, they could be approved at your next meeting. A signed copy should then be kept with the corporate records.
4. Articles of Amendment. The board should initially approve this. Then, at a meeting of the shareholders, it will also need to be approved. As you can see, it requires calculating the number of voting versus non-voting shares. Once it has been approved by the shareholders, duplicate originals will need to be sent to the state, along with the $25 fee.
5. A copy of my letter of this date to the AJV attorney.
Please let me know if I can be of further service at this time.
Alan L. Schmitt
min Schmitt St. John, P.C.
NOTICE: This electronic message transmission contains information belonging to Jamin Schmitt St.John. It is solely for the recipient(s) named above and it may be privileged or confidential. JAMIN SCHMITT ST. JOHN EXPRESSLY PRESERVES AND ASSERTS ALL PRIVILEGES AND IMMUNITIES APPLICABLE TO THIS TRANSMISSION. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of this communication is STRICTLY PROHIBITED. If you have received this electronic transmission in error, please notify me by telephone at (907) 486-6024 or by electronic mail (firstname.lastname@example.org) immediately. Thank you.