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WAIVER OF NOTICE AND MINUTES OF <br />SPECIAL MEETING OF SHAREHOLDERS, <br />DIRECTORS AND OFFICERS OF <br />TGSV ENTERPRISES, INC. <br />The Special Meeting of the shareholders, directors and officers of the above named <br />corporation was called to order on SeptemberA a, 2006 by Jesus M. Gomez, the President of <br />the above named corporation. <br />The Secretary for the meeting, Mary V. Tatum, then called the role of the shareholders, <br />directors, and officers of the corporation. All shareholders, directors, and officers were either in <br />attendance at the meeting or else signed and executed the within document, indicating their <br />waiver of notice of the meeting and their ratification of the actions taken at the meeting. <br />The corporation's President, Jesus M. Gomez, then declared the meeting to be in <br />compliance with Florida Law and that the purpose of the annual meeting was to address the <br />following matters: <br />(a) Approval of Buy -Sell Agreement <br />After review and discussion the TGSV ENTERPRISES, INC. Buy -Sell Agreement dated <br />September , 2006 was unanimously approved after motion made and seconded. <br />Said Buy -Sell Agreement is attached hereto and fully incorporated into the corporate <br />record. <br />(b) Approval of Amended By -Laws <br />After review and discussion the TGSV ENTERPRISES, INC. Amended By -Laws were <br />unanimously approved after motion made and seconded. Said Amended By -Laws are <br />attached hereto and fully incorporated into the corporate record. <br />There being no further business to come before the meeting, the President announced that <br />the Special Meeting of Shareholders, Directors and Officers of the corporation be <br />ADJOURNED. <br />DATED: September Z 2006 <br />JESUS M. GOMEX President & Shareholder <br />