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  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview
  • ROBERT ROSS et al VS. C.C. MOORE & CO. ENGINEERS ASBESTOS document preview 
						
                                
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                                1} JOHN G. COWPERTHWAITE, CSB# 96375
BENNETT, SAMUELSEN, REYNOLDS & ALLARD

2|| A Professional Corporation ELECTRONICALLY
Attorneys at Law FILED

3 1301 Marina Village Parkway, Suite 300 Superior Court of California,
Alameda, California 94501-1084 County of San Francisco

Telephone: (510) 444-7688
Facsimile: (510) 444-5849 MAR 22 2013

BY: WILLIAM TRUPEK

Attorneys for Defendant Deputy Clerk

4
5
6} SLAKEY BROTHERS, INC.
7
8
9

IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF SAN FRANCISCO

ROBERT ROSS and JEAN ROSS, NO. CGC-10-275731

Plaintiffs,

R EXHIBIT G
vs.

B 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

BENNETT, SAMUELSEN,
NOLDS & ALLARD.

ALAMEDACA‘
{570} 454-7888WAIVER OF NOTICE

We, the undersigned, directors of SLAKEY BROTHERS,
INC., a California corporation, do hereby give our written
consent to the holding of a special meeting of the Board of
Directors of said corporation to be held at 791 ~ 66th Avenue,
Oakland, California, on Friday, May 17, 1963, at 10:00 o'clock A
and do hereby waive notice of the purpose of said meeting and
consent to the transaction of any and all business that may
come before said meeting,

Dated: “May IZ 1963. 0-5 -- 3 eee vee

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS
-of-
SLAKEY BROTHERS, INC.

Pursuant to the foregoing Waiver of Notice, the
Directors of SLAKEY BROTHERS, INC., held a special meeting
at 791 - 66th Avenue, Oakland, California, on, Friday, May
17, 1963, at 10 o'clock A.M, All of the above directors
were present. , ,

The President acted as Chairman, He stated that

the corporation was going to deed all its assets, other than
stock, plus liabilities, to Slakey Brothers Oakland, Inc.,

in conformity with the resolutions adopted on April 22, 1963,

-1-and would then liquidate its assets. He stated that
resolutions authorizing the dissolution were in order, After
discussion, the following resolutions were duly adopted:

WHEREAS, it is the plan of this corporation
to convey all of its assets other than stock,
together with all liabilities, to Slakey Brothers
Oakland, Inc., a California corporation, and then
liquidate pursuant to the prior ruling of the
Treasury Department;

It is therefore RESOLVED that it is the
opinion of the directors that it will be for the
pest interests of this corporation that this cor-
poration be dissolved and that its affairs be
wound up, following the previcusly-authorized
transfer of assets and liabilities to Slaekey Brothers
Oakland,-Ine.r Done ee oe beens

RESOLVED, FURTHER, that the President and
Secretary of this corporation be, and they hereby
are, and each of them hereby 1s, authorized and
directed to sign and verify a certificate evidene-
ing the election to wind up and dissolve this cor-
poration, which certificate shall be in the form
required by law; and the President and Secretary
of this corporation hereby are, and each of them
hereby is, authorized and directed to cause said
certificate to be filed in the office of the
Secretary of State of the State of California, and
to cause said certificate, certified by the said
Secretary of State, to be filed in the office of
the County Clerk of Sacramento County, in which
county the principal place of business of this cor-
poration is situated.

RESOLVED, FURTHER, that as soon as the
certificate of election to wind up and dissolve
has been filed in conformity with the foregoing
resolution, the directors of this corporation be,
and they hereby are, authorized and directed forth-
with to mail or cause to be mailed to all known
ereditors of this corporation, and to all persons
having claims against this corporation, whose
addresses appear on the records of this corporation,
written notice of the commencement of proceedings
to wind up and dissolve this corporation, all as
required by Section 4605 of the Corporations Code
of California.

After further discussion, and upon motion duly made,

~2-seconded and unanimously carried, the following resolution

next was adopted:

WHEREAS, the corporation plans to sell and
convey all its assets other than stock, plus
liabilities to Slakey Brothers Oakland, Ine.

WHEREAS, the directors of this corporation
have adopted a resolution electing to wind up
and dissolve this corporation; and

WHEREAS, it is contemplated that upon
consent of the shareholders to said winding up
and dissolution, and commencement of said winding
up and dissolution, it is contemplated that
liquidation and distribution of the assets of the
corporation to its shareholders shall be made
pursuant to Section 5000 of the Corporations Code of
California; and.

WHEREAS, this corporation issued two classes
of shares of common stock and no preferred stock is
outstanding; and

WHEREAS, this corporation now has issued
and outstanding 25,000 shares of $10. 00 par value
Class A voting common stock, all of which is owned
equally of record by Roger L. Slakey and William H.
Slakey; and 25,000 shares of $10.00 par value
Class B non-voting common stock, all of which is
held of record by the following shareholders:

Name No. of Shares
Roger L. Slakey, Sr. 308
Roger L. Slakey, Jr. and
Zaida Slakey 936
Roger L. Slakey, Jr. and
Zaida Slakey 1,096
Robert F, & Mercedes C. Slakey 2,032
Thomas J. & Marion K, Slakey 25032
Noel J, Slakey 2,032
Dante J. & Marilyn T, Carmazzi 2,032
The Roman Catholic Archbishop of
Sacramento 2,032
William H. Slakey 374
Michael James Slakey :— . .
Fon Me 1,974
Michael James Slakey as custodian
for William R. Slakey 399
Harriet McCabe Slakey 751
Paul A. Slakey 2,179.Name

Paul A, & Margaret G. Slakey
Margaret G. Slakey

Albert Michael Carli, Jr.
Albert Michael & Diane L. Carli
Linda Louise Slakey

Adrienne Reese Harris

Diocese of Oakland

No, of Shares

3,124
BAS
1,047; and

WHEREAS, no distinction exists with respect to the
rights and preferences of the owners of the issued and
outstanding shares of Class A and. B common stock of this

corporation in liquidation; and

WHEREAS, the assets of this corporation, in addi-

tion to cash, consist of stock in its subsidiaries, ,

accounts receivable, prepaid insurance, -

and real and

personal property described hereinafter in these
resolutions or in the resolutions of April 22, 1963:

and

WHEREAS, this corporation is financially able to
pay all of its known debts and liabilities except for

such debts and liabilities as can be assumed by financially

responsible persons, to-wit, the shareholders hereof; and

WHEREAS, in the opinion of the board of directors,
distribution of stock in the subsidiaries of this cor-
poration be made fairly and ratably and in conformity
with the rights of the shareholders without the necessity

of converting said assets into money;

BE IT RESOLVED, that the officers and attorneys of
this corporation are jointly and severally authorized
and directed to take any and all steps necessary or
appropriate to the previously authorized transfer of
assets and liabilities to Slakey Brothers Oakland, Inc.;

=

RESOLVED, FURTHER, that, after consent of the
shareholder to winding up and dissolution is obtained

‘and such winding up and dissolution commenced, the

assets of this corporation remaining after said transfer
of assets and liabilities, to-wit, the stock in the
subsidiaries of this corporation, be distributed to the
shareholders of this corporation, as shown by the books

and records of this corporation.RESOLVED, FURTHER, that payment of any and
all debts or liabilities unpaid as of the time of
distribution of the assets of this corporation
as hereinbefore set forth shall be assumed by
Slakey Brothers Oakland, Inc.

RESOLVED, FURTHER, that the distribution
of the stock in the subsidiaries of this corporation,
as hereinabove described, shall be made ratably, in
proportion to the amount of shares of Class A Common
and Class B Common held by each, to said shareholders
of record of this corporation upon the following
terms and conditions: (1) that such shareholders of
this corporation surrender for cancellation the
certificate or certificates evidencing its owmership
of capital stock of this corporation; .and (2) that such
distribution shall be in complete satisfaction of the
rights of said persons, as shareholders of this cor-
poration, upon the distribution and liquidation of the
assets of this corporation.

RESOLVED, FURTHER, that the president ; and

secretary of this corporation be, and they hereby

- are, authorized to do such acts and to take such
steps as may be necessary or convenient to carry
these resolutions into effect, incliding (but not
limited to) the execution, in the name and under
the seal of this corporation, of such instrument
or instruments as may be required to convey sub-
stantially all the assets of the corporation and/or
to vest in the shareholders of this corporation title
to its remaining assets.

RESOLVED, FURTHER, that the president and
secretary of this corporation be, and they hereby
are, authorized and directed to take appropriate
measures to obtain the written consent of the
shareholders of this corporation to the plan of
distribution hereby authorized,

RESOLVED, FURTHER, that as soon as the assets
of this corporation have been distributed in con-
formity with these resolutions, the directors of
this corporation be, and they hereby are, authorized
and directed to sign and verify a certificate of
winding up and dissolution pursuant to and in con-
formity with the provisions of Section 5200 of the
Corporationa Code of California; and they hereby
are, and any one of them hereby is, authorized and
directed to cause said certificate of winding up
and dissolution to be filed in the office of the
Secretary of State of California, and to cause a
certified copy of said certifidate to be filed in
the office of the County Clerk of the County of
Sacramento, in which county the principal office
of this corporation is located.

-5-There being no further business, the meeting was

adjourned.

Secretary

~6-