Exhibit,Appendix: ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS

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                                "| BENNETT SAMUELSEN, REYNOLDS & ALLARD
, SAMUELSEN,
2} A Professional Corporation ELECTRONICALLY
Attorneys at Law FILED
3} 1301 Marina Village Parkway, Suite 300 Superior Court of California,
Alameda, a nia 24 ON 084 County of San Francisco
4] Telephone: MAR 22 2013
5 Facsimile: B40} 444-5849 Clerk of the Court
Attorneys for Defendant BY: WILLIAM TRE
6|| SLAKEY BROTHERS, INC. Pepuly Clerk
7
8 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 IN AND FOR THE COUNTY OF SAN FRANCISCO
101 ROBERT ROSS and JEAN ROSS, NO. CGC-10-275731
n Plaintiffs,
12 EXHIBIT B
vs.
13 Date: May 14, 2013
C.C. MOORE & CO., ENGINEERS, et al., Time: 9:30 a.m.
14 Dept.: 503
Defendants.
15 / Trial Date: June 10, 2013
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BENNETT, SAMUBLSEN,
ERIE A ALAR
TPARWAY,“SUIRE S00
ALSEEDA ca shihMINUTES OF FIRST MEETING OF BOARD OF
DIRECTORS OF
SLAKEY BROTHERS, INC.

The directors naued in the articles of incorporation of Slakey Brothers,
Inc., a Califomia corporation, end constituting the board of directors
of said corporation, held their first meeting at 1400 Nerth C Street,
Sacremento, Californie, on the 24th day of October, 1946 at 6:00 o'clock
P.M. .

‘There were present at said meeting: William 4. Slakey

Roger L. Slakey .
Georgia H, Slakey
Abbie Marie Slakey

being all of the directors of sald corporation named in its articles of
incorporation.

On motion and by unanimous vote William H. Slakey was electsd the tempor-
ary chairman and Georgia E. Slakey was elected the temporary secretary of
the meeting.

‘The chaitman then announced that the meeting was held pursuant to written

waiver of notice thereof and consent thereto signed by all of the direct-
ers of the corporation named as such in the articles of incorporation;

- such waiver and consent was presented to the meeting and upon motion duly

made, seconded and unanimously carried was made a part of the records of
the meeting and now precedes the minutes of this meeting in the book of

. Minutes of the corporation.

The chairmen stated that the original articles of incorporation of the
corporation had been filed in the office of the. Ualifornia Secretary of
State on October 21, 1946, and that a copy thereof, certified by said
Secretary of State had been filed in the office of the County Clerk of
Sacremento County on October 21, 1946, being the county in which the

' corporation is to have its principal office and the only county in which

the corporation holds real property. He presented to the meeting ea
certified copy of the said articles of incorporation showing filings as
stated and the secretary was directed to insert said copy in the Books
of Minutes of the corporation,

The matter of the adoption of by-laws for the regulation of the corpor-
ation was next considered. The secretary presented to the meeting a
form of by-laws which were duly considered and discussed. Cn motion
duly made, seconded and unanimously carried, the following resolutions
were adopted:

Whereas, the shareholders of this corperation have not as yet

adopted eny by-laws for the regulation of the affairs of this corporation;
and

Whereas, there has been presented to this meeting a form of by~layws
for the regulation of the effairs of this corporation; andWhereas, it is deemed to be to the best interests of this corpor-
ation and its shareholders that said by-laws be adopted by this board
of directors as and for the by-laws of this corporation;

Now, therefore, be it resolved, that the by-laws presented to
this meeting and discussed hereat be and the same hereby are adopted
as and for the by-laws of this corporation.

Resolved further that the secretary of this corporation be end he
hereby is authorized and directed to execute a certificate of the
adoption of said by-laws and to insert said Dy-laws as so certified in
the book of minutes of this corporation end to see that a copy of said
by-laws, similarly certified, 1s kept at the principal office for the
transaction of business of this corporation.

The meeting then proceeded to the election of a president, a vice pres.
ident, a secretary and a treasurer. The following were duly selected to
the offices indicated after the names of each:

William H. Slakey - President
Roger L. Slakey = Vice President
Georgia E. Slakey - Secretary
Abbie Marie Sleksy - Treasurer

Hach officer so elected being present accepted office, and thereafter
the president presided at the meeting as chairman and the secretary
acted as secretary of the meeting.

The secretary presented for the approval of the mesting a proposed seal
of the corporetion consisting of two concentric circles with the words
"Slekey Brothers, Inc.".and the words and figures "California, October
21, 1946" in the form and figures as follows:

On motion duly made, seconded and unanimously carried the following
resolution was adopted: .

Resolved that the corporate seal in the form, wrds and figures
presented to this meeting be and the same hereby is adopted as the
seal of this corporation. .

The secretary presented to the meeting a proposed form of share certif-
icate for use by the corporation. On motion duly made, seconded and
unanimously carried, said form of share certificate was approved and
adopted and the secretary was instructed to insert a copy thereof in
the Book of Minutes immediately following the minutes of the meeting.The chairman then announced that the corporation had been formed for
the purpose of taking over the existing business of Slakey Brothers,
a copartmership. That the partners owning the said business had made
the following offer to the corporation:

"October 24, 1946

To the Board of Directors of
Slakey Brothers, Inc.

Gentlemen:

We, the undersigned, being the owners of Slakey Brothers,

a copartnership, hereby offer to sell and convey te Slakey Brothers,
Inc., all of our right, title and interest in and to the assets and
good Will of cur said partnership.

In consideration of the transfer of our said interests in
and to, the said business, Slakey Brothers, Inc., are to assume all of
the outstanding liabilities of the said partnership as at the time of
such transfer, and to issue to us in full payment for the present value
of our book interest in the said partnership, 25,000 shares of no par
common stock of the corporation as soon as the necessary permit can be
secured for the issuance of the said shares from the Califomia Corpor
ation Commissioner, The said stock.is to be issued as follows:

To: Williem H, Slakey - 12,500 shares
Roger L. Slakey ~ 12,500 shares

Yours very truly,

William H. Slakey
Roger L, Slakey*

A copy of the balance sheet of the said partnership as of September
60, 1946, was then presented to the board by the chairman,

After some discussion, the following resolutions were unanimously

adopted:

Resolved: That the proposition of William H. Slaekey and Roger
L, Slakey, dated October 24, 1946, submitted to the board, covering
their offer to sell the business of Slakey Brothers, be and the same
is hereby accepted, and :

Be it further resolved, that this corporation take over tha said
business of Slakey Brothers ag of the close of business October 31,
1946, assuming the liabilities of the said business as of that time, and

Resolved further, that the secretary of this corpomtion be and is
hereby directed to complete the purchase of the said business by deliv-
ering to the sald Williem A. Slakey 12,500 shares of the no par common
stock of this corporation and to Roger L. Slakey 12,500 shares of the
no par common stock of this corporation, as soon as a permit for theissuance of said suvck is secured from the Cali.ornia Corporation
Commissioner, at which time the said William H. Slakey and Koger L.
Slakey shall execute and deliver to the corporetion a satisfactory
conveyance of the property transferred.

The necessity of securing a permit to issue the stock was discussed
and on motion made and seconded the following resolutions were unan-
imously adopted:

Resolved: That the secretary of this corporation be and she is
hereby suthorized and directed to prepare, or cause to be prepared,
verify, and file, or cause to be filed, on behalf of this corporation
an application to the California Commissioner of Corporations for a
permit authorizing this corporation to issue 25,000 shares of no par
common stock, and that since the value of the consideration of the
said shares camnot be ascertained until the balance sheet of Slakey
Brothers as of October 31, 1946, has been prepared, an estimated value
of $450,000.00 be used for such value, and that a supplement be made
to the said application 4s soon as the exact consideration has been
determined, and

Be it further resolved, that upon the issuance of a permit by
the California Corporation Commissioner, pursuant to such application
or any amendment thereof, the president end secretary of this corpor-
ation be and they are hereby authorized and instructed to issue the
said shares for the consideration stated and in compliance with all
the terms and conditions of such permit.

In order to provide for the payment of the expenses of incorporation
and organization of the corporation, on motion duly made, seconded and
unanimously carried, the following resolution was adopted;

Resolved: Theat the officers of this corporation or any one of
them be and are hereby authorized snd directed to pey the expenses of
the incorporation and organization of this corporation.

Upon motion duly made and seconded the following resolution was then
unanimously adopted:

Resolved: Theat 1400 North © Street, Sacramento, California, be
and the same hereby is designated and fixed as the principal office
for the transaction of the business of this corporation in the County
of Sacramento, State of California.

The salaries of the officers were then discussed. On motion made and
seconded the following resolution was unanimously adopted:

Resolved: That the salaries of the following officers be at the
following retes for the ensuing year:

Williem H. Slakey - -Presidens $25, 000,00
Roger L. Slakey - Vice President 25,000.00
Georgia BE, Slakey = Secretery 1, 000,00

Abbie Marie Slakey - Treasurer 1, 000,00On motion duly made and seconded the following resolution was unani-
mously adopted:

Resolved: That any of the following officers, namely: president,
vice president, secretary and treasurer, be anc hereby are authorized
to sign all contracts, bids and estimates for and in pehalf of the
corporation, together with all bonds or other obligations necessary to
secure the performance thereof, and when so signed with the corporate
seal affixed, attested by the secretary, the same shall be of TUL
forea and effect, and binding upon the corporation.

On motion duly made and seconded the following resolution was then unan~
imously adopted:

Resolved: That the president and vice president of the corporation
be and they are hereby authorized and empowered to employ for and on
behalf of the corpomtion, such assistants, clerks, agents, and servants
as they may determine the business of the corporation requires, to fix
and determine their respective duties, to fix and determine and, from
time to time, to changes their respective salaries or wages, and to dis-
charge or suspend any of them when and as there is warrant or occasion
for so doing. .

On motion duly made and seconded the following resolution was unanimous-
ly adopted:

Resolved: That this corporation establish in its name one or more
deposit accounts with the Capital National Bank of Sacramento upon such
terms and conditions as may bé agreed upon with the said bank and that
any of the following officers, the president, vice president, secretary
and treasurer, of this corporation be and they are hereby authorized to ~
establish such an account; and be it further resolved, that any of the
following named persons, W. H. Slakey, Roger L. Slakey, Georgia E.
Slekey and Abbie Marie Slakey be, and they are hereby authorized to
withdraw funds of this corporation from the said account upon checks
of this corporation, signed as provided herein with signatures duly
certified to said bank by the secretary of this corporation, and said
bank is hereby authorized to honor and pay any and all checks so signed,
including those drawn to the individual order of any officer or other
person authorized to sign the same. :

On motion duly made and seconded the following resolution was unanimous-
ly adopted:

Resolved: That this corporation establish in its name one or more
deposit accounts with the Bank of Commerce at Oakland, California, upon
such tems and conditions as may be agreed upon with the said bank and
that any of the following officers, the president, vice president, sec~
retary and treasurer of this corporation be and they are hereby author-
ized to establish such an account; and be it further resolved, that any
of the following persons, W. H. Slakey, Roger L. Slakey and John a,
Spruill Jr., be, and they are hereby authorized to withdraw funds of
this corporation from the said account upon checks of this corporation,
signed as provided herein with signatures duly certified to said bankby the secretary of this corporation, and said bank ls hereby author.

- ized to honor and pay any and all checks so signed, including those
drawn to the individual order of any officer or other person author-~
ized to sign the same.

_ On motion duly meade and seconded the following resolution was unanimous-
iy adopted:

Resolved: That any of the following officers, the president, vice
president, secretary and treasurer of this corporation, be, and they
are hereby authorized to borrow from the Capital National Bank of
“Sacramento, for and in the name of this corporation, and on such terms
as may be agreed to, such sum or sums of money as, in the judgment of
any of said officers, this corporation may require, and any of said
above authorized officers is hereby authorized and empowered to execute
in its corporate name, for such money so borrowed, and interest, the
note or notes of this corvoration, and deliver the same to said bank,
and said bank is hereby authorized and requested to accept for said
moneys so borrowed, and interest thereon, the said note or notes of
this corporation so executed; said officers or any of them, are further
authorized and empowered to execute and deliver to said bank renewal or
renewals of said note or notes on such terms as may be agreed upon; and
be it further resolved, that sald above authorized officers or any of
them, be, and they are hereby authorized and empowered to pledge with
the said bank as security for any such note or notes, and interest, and
any Tenewal or renewals thereof, any property belonging to this corpore
j ation, and to execute in its corporate name and deliver to said bank
| - such pledge agreement or agreements, mortgages, trust deeds, and any
Le other instruments of security required by the said bank.

There being no further business to come before the mesting, on motion
duly made, seconded and unanimously carried, the meeting adjourned,

- Temporary Chairman

oes . President

ie &

TemporarysSecretary