BOD Minutes - April 2nd -9th, 1996

UICI Minutes Past & Present

BOD Minutes - April 2nd -9th, 1996

UNITY INTERNATIONAL, INC.

SIXTH MEETING AFTER INCORPORATION

The Opportunity African American Women Deserve
New Age Capitalism & New Age Corporations

Lead The Way To The Future

Place: Conference Room - Unity International, Inc.

Orangeburg, SC 29115

Evangelist Dorothy P. Snider,

Rev. Dr. Clarence W. Joyner, Jr.

a) Accept two new board members

Evangelist Dorothy P. Snider,

Rev. Dr. Clarence W. Joyner, Jr.

a) One or more officers or employees of UII whom the director reasonably believes to be reliable and competent in the matters presented.

b) Legal counsel, public accountants, or other persons the director reasonably believes to competent and reliable.

c) A committee of the Board of Directors of which he/she is not a member and merits the confidence of the director. A director is not acting in good faith if he/she has knowledge concerning the matter in question and does not act accordingly to inform the board if such matters are detrimental to the material assets of the corporation, its reputation and/or community standing.

d) A director is not liable for any action taken as a director, or any failure to take any action, if he/she performs the duties of his/her office in compliance with these standards and pursuant to 33-8-300 of the SC Code of Laws. An action against a director for failure to perform the duties imposed by Section 33-8-300 must be commenced within three (3) years after the cause of action has accrued, or within two (2) years after the time when the cause of action is discovered, or should have reasonably been discovered, whichever occurs first. This limitation period does not apply to breaches of duty which have been concealed fraudulently.

Notation for the record: The above minutes were taken from the meeting notes of Nakeesa Davis - Recording Secretary.

Respectfully Submitted,

George M. Sistrunk

Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.

UNITY INTERNATIONAL, INC.

SPECIAL MEETING AFTER INCORPORATION

Place: Conference Room - Unity International, Inc.

Orangeburg, SC 29115

Evangelist Dorothy P. Snider,

Rev. Dr. Clarence W. Joyner, Jr.,

B. Meeting with Val-U-Corp representative David Carlson.

4. New business Itinerary of future activities

1. Write a developer's agreement

2. Write a confidentiality agreement

3. Buy and put up mailboxes for the corporation

4. Write independent contactor's agreement

5. Start writing the articles of incorporation

6. Write authorized general partner application/data sheet

7. Write authorized general partner agreement

8. Start writing policy manual

9. Design Unity Services Association letterhead

10. Write USA sales aids and commission schedules

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.

Respectfully Submitted,

George M. Sistrunk

Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.

UNITY INTERNATIONAL, INC.

SPECIAL MEETING AFTER INCORPORATION

Place: Conference Room - Unity International, Inc.

Orangeburg, SC 29115

Evangelist Dorothy P. Snider,

Rev. Dr. Clarence W. Joyner, Jr.,

Interview and vote on Willie B. Owens as new board member.

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.

Respectfully Submitted,

George M. Sistrunk

Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.

UNITY INTERNATIONAL, INC.

SPECIAL MEETING AFTER INCORPORATION

Place: Conference Room - Unity International, Inc.

Orangeburg, SC 29115

Evangelist Dorothy P. Snider,

Rev. Dr. Clarence W. Joyner, Jr.,

A. Interview and vote on Lillian L. Green as new board member.

B. Finalize plans for Richmond meeting.

C. Update on itinerary items from April 3, 1996.

1. Write independent contactor's agreement

2. Start writing the articles of incorporation

3. Write authorized general partner application/data sheet

4. Write authorized general partner agreement

5. Start writing policy manual

6. Design Unity Services Association letterhead

7. Write USA sales aids and commission schedules

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.

Respectfully Submitted,

George M. Sistrunk

Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.

SEVENTH

MEETING AFTER INCORPORATION

Date: April 9, 1996

Place: Conference Room - Unity International, Inc.

198 Russell Street

Orangeburg, South Carolina 29115

Time: 6:30 p.m.

The following minutes were taken from the notes of a special meeting that was held after filing the incorporation papers for Unity International, Inc.. The meeting was held on the date, at the place, and convened at the time stated above. Present were: {Click here for Robert's Rules Of Order}{Click here for the importance of the minutes}

Evangelist Dorothy P. Snider
George M. Sistrunk
Rev. Dr. Clarence W. Joyner
Willie B. Owens
Carolyn O. Stroman
William H. Wilson
Carl X. Wright
Lillian L. Green

The meeting was called to order by Rev. Dr. Clarence Joyner, Jr., at 6:30 p.m.. Absent was:

Nakeesa Davis - secretary to the board

After the invocation, Dr. Joyner proceeded to the reading of the meeting agenda. The agenda was as follows:

1. Invocation

2. Minutes

3. Old Business

· Contract from CBS, inc.,

· Corporate papers from Kitco,

· Change letterhead and other literature to new logo design,

· Set date to hold first official organizing meeting of the corporation,

4. Benediction

5. Adjournment

The next order of business was the reading of the minutes of the previous meeting. After the minutes were read, it was moved, seconded, and unanimously carried that the minutes be accepted as read and entered into the records.

After the approval and acceptance of the minutes, Dr. Joyner proceeded to the first item on the agenda which was the CBS, inc., contract.

George Sistrunk informed the group that he talked to David Carlson by phone, and Mr. Carlson assured him the new CBS, Inc., contract would be FedEx by Wednesday, the 10th of April. Since the next item on the agenda was the Kitco documents, George continued. He informed the group that Kitco had sent the corporate seal, stocks, a set of bylaws, waivers and organizational formats the group could use to complete the incorporation process.

He told the group they could hold the official organizing meeting of incorporators and officially elect the board of directors for the public record. He also told the group all the minutes of the previous meetings could not become official corporate documents once the group approved the corporate seal. Once the seal is affixed to a document it becomes an official record. George went on to say the group needed to review all the minutes for accuracy before the seal was affixed to them.

George informed the group that the stock could not be issued until after the general partners received the Private Placement Memorandum. After the Memorandum is received, Unity could issue stock shares. The Memorandum had to be written, but George assured the group he could have it ready in a few days if he worked at it night and day with few breaks. George felt it was important for the group to understand the importance of transferring ownership interest in Unity from general partnership to shareholder.

George said the partnership laws of South Carolina hold all partners equally liable in a business venture. Therefore, to eliminate liability risk for Unity's partners, their ownership interest had to be transferred to stocks at the earliest possible date. He also informed the group that Section 1244 of the internal revenue code afforded protection to shareholders not partners. By completing the transfer in a timely manner, Unity's partners would have maxim financial protection under state and federal laws. As a result of the transfer, no matter what happened over the next two years, no investor in Unity would lose any money. If the corporation was dissolved for any reason, under Section 1244, investors could deduct any incurred loss from their income taxes. General partners would not be able to deduct anything.

After George's report. Dr. Joyner directed him to complete the Memorandum at the earliest possible date. He also added it would be necessary to have a meeting with the partners so they could receive the Memorandum and bring them up to date on Unity's activities. It was agreed the meeting would be held.

The next item on the agenda was changing the letterhead, information kits, literature and forms from the old [UII] design to the new Unity look, with Unity International, Inc., written in an arch over a fold out globe of the world. It was moved, seconded and unanimously carried that Unity's documents be changed to the new design at the earliest possible date.

The next item on the agenda was setting the date for the official organizing meeting of the corporation. Let the minutes reflect that the official date of the organizing meeting for the corporation shall be April 12, 1996. George Sistrunk informed the group that the bylaws sent by Kitco could be approved at the meeting and be accepted as Unity's first bylaws. He also stated that the bylaws he had already written could be added to those bylaws as amendments. It was agreed that Unity's bylaws be added that were different from the Kitco bylaws would become amendments to the bylaws sent from Kitco.

The final item of business was the Waiver of Notice for the official organizing meeting. Let the minutes reflect the Waiver of Notice was signed and shall be affixed to the minutes of the organizing meeting. Let the minutes also reflect that the Waiver of Notice and the agenda be attached to all the minutes after the official organizing meeting dated April 12, 1996.

Being there was no further business to discuss, Dr. Joyner asked the group to stand for the bendiction that was given by Carl X. Wright and the meeting was adjourned.

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.

Respectfully Submitted,

George M. Sistrunk

Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.

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