Attached files
| file | filename |
|---|---|
| 8-K - GISSER AUTOMOTIVE CONCEPTS INC | v178156_8k.htm |
| EX-5.3 - GISSER AUTOMOTIVE CONCEPTS INC | v178156_ex5-3.htm |
| EX-5.2 - GISSER AUTOMOTIVE CONCEPTS INC | v178156_ex5-2.htm |
GISSER
AUTOMOTIVE CONCEPTS, INC.
(a
New York Corporation)
WRITTEN
CONSENT OF THE
BOARD OF
DIRECTORS
TO ACTION
TAKEN WITHOUT A MEETING
January
7, 2010
The
undersigned, being all or a majority of the members of the Board of Directors of
GISSER AUTOMOTIVE CONCEPTS, INC., a New York corporation (the “Corporation”), do
hereby waive all notice of the time, place and purposes of a special meeting of
the Board of Directors and hereby unanimously consent and agree to the adoption
of the following resolutions as per the Corporation’s Certificate of
Incorporation stating: “Whenever shareholders are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted”.
BACKGROUND
In the
normal course of its operations and namely at the time the Company begins
commercial production of its products, the Corporation has or will need to
engage the services of professionals with expertise such as production managers
and /or others as determined by the Board of Directors.
RESOLUTIONS
NOW,
THEREFORE, be it
RESOLVED,
that the Board hereby authorizes and removes the proper officers of the
Corporation as may be necessary and to effect the engagement or removal of such
professionals; and be it further
RESOLVED,
that the Board hereby authorizes the removal of the following party, previously
Director/Production Manager, for the purpose of providing management services
relating to the commercial production of our vehicles which as of the current
date has not commenced:
Thomas
G. Haff
496
Lt Brender Hwy
Ferndale,
NY 12734
Tel:
845-292-0864
GENERAL
RESOLVED,
that as used in the foregoing resolutions the term “the proper officers” of the
Corporation shall mean the Chief Executive Officer and the President and any
Vice President of the Corporation, and each of them, and with respect to matters
involving only certification, attestation or countersignatures, any Secretary or
Assistant Secretary of the Corporation; and be it further
RESOLVED,
that the proper officers of the Corporation be, and each of them hereby is,
empowered to approve or authorize, as the case may be, such further action and
the preparation, execution, and delivery of all such further instruments and
documents in the name and on behalf of the Corporation, and to pay all such
expenses and taxes, as in their judgment shall be necessary, proper, or
advisable in order to carry out the intent and accomplish the purposes of the
foregoing resolutions; and be it further
RESOLVED,
that all actions heretofore or hereafter taken by any officer or officers of the
Corporation within the terms of the foregoing resolutions are hereby ratified
and confirmed as the act and deed of the Corporation.
This
Consent may be executed in two (2) or more counterparts, each of which shall be
deemed an original and all of which, together, shall constitute one and the same
instrument. Facsimile execution and delivery of this Consent is
legal, valid and binding for all purposes.
The
undersigned, being all or holders of outstanding shares having not less than the
minimum number of votes of the members of the Board of Directors of the
Corporation hereby execute this Written Consent as of the date first above
written.
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Daryl
K. Gisser
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Rivkah
Nachmias
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| Nolan M. Gisser | Herman G. Gisser |