This notice is given for the expressed purpose of asking the seven (7) member managing board to hand in resignations
to the corporation for reasons inclusive of; but not limited to the following:
a) Failure to consistently pass badly needed resolutions that would aid the growth and development
of UII.
b) Failure to consistently update corporate records and documents in a timely manner.
c) Failure to consistently follow appropriate corporate procedures for altering or changing official
documents.
d) Failure to honor a commitment an obligation pursuant to written agreement.
e) Pursuant to ARTICLE XXXVI (36.6) of UII's Articles of Incorporation, consistent failure to act
in the best interest of the corporation.
f) Pursuant to ARTICLE XXXVI (36.6) of UII's Articles of Incorporation, gross violation of key segments
contained within this section of the Articles of Incorporation.
g) Consistently allowing board members to descend into personal vendettas, irrelevant issues and
discussion of other matters not directly related to UII's growth or development.
Edward C. Graham and George Sistrunk
have tried repeatedly to resolve this matter in an ethical and business like manner and were threatened with termination in
the front of witnesses. Therefore, as a direct result of the attitude of the board as a collective body, it is in the best
interest of the corporation that the managing board of directors resign effective immediately.
Since it would not be in the best
interest of the corporation to settle this matter publicly, it is best for all concerned that this matter be settled on a
voluntary basis. Furthermore, this board; from its inception of the corporation, never became a viable functioning entity.
From failing to attend meetings -- to failing to maintain adequate minutes; this managing board, as a unit, has been negligent
and derelict for quite sometime. This travesty must come to an end.
If George Sistrunk had not taken
it upon himself to carry out the duties and responsibilities of the managing board of directors, UII would have collapsed.
It was George Sistrunk that initially contacted Arthur Treacher's, Inc.. It was George Sistrunk that brokered the initial
agreement with Arthur Treacher's that led to the meeting that eventually took place in Jacksonville, Florida. in deed, if
it had not been for his dedication to UII, it's shareholders and general partners, UII would not have its first franchise
or even stock to issue.
In truth, if it had not been for
George Sistrunk, UII would not have any programs, operational procedures, bylaws, Articles of Incorporation, policies, goals
or direction. Then too, if it had not been for the diligence of George Sistrunk, Edward C. Graham and Otis Harrison, UII would
not even have a board. George Sistrunk, not the managing board of directors carried the weight and responsibility of UII for
quite sometime. These are the facts that can easily be proven in any court of law. Therefore, it would not be wise to expose
UII's managing board to the public, our shareholders, or our general partners as being incompetent. Nor would it be in the
best interest of UII, to let the general public know that the board still does not fully understand the dynamics of the very
corporation they are supposed to be directing.
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If it became publicly known that
such gross negligence, irresponsibility, lack of dedication and incompetence existed in the highest level of leadership within
this corporation, such information, stated for the record, and in a public arena might seriously damage this corporation's
image, reputation for excellence, integrity and business relationships.
Because of the actions and attitudes
of the managing board, as a collective body, growth of UII has been brought to a standstill. This is gross negligence of the
highest order and is clearly not in the best interest of the corporation. UII's growth in its initial developmental stage
is solely depependent on the rapid growth and expansion of its partnership base. When this growth is impaired or slowed, it
not only threatens the livelihood of Authorized General Partners, General Partner Recruiters and board members actively involved
in the growth process, it also seriously weakens UII's financial capabilities; which could threaten the solvency of the entire
corporate body.
Until a new managing board of directors
is duly elected and installed by a majority vote of general partners and shaareholders, all documents that currently beling
to UII shall be returned to UII's office at 198 Russell Street within 5 days. All business currently being conducted at 1845
Russell Street by the managing board of directors, in the name of UII shall cease immediately. All records, financial statements,
current agreements, checks and/or other relevant documents.
No further actions at the existing
managing board shall take place until a meeting of shareholders and general partners has been convened. Edward C. Graham and
George M. Sistrunk shall send the notifications to the general partners and shareholders within 15 days of this notice, since
they are incorporators and not a part of the managing board.
The current managing board is hereby
notified not to use or disseminate any program written by George M. Sistrunk, since they have no further authority expressed
or implied to use any of his programs or electronic information systems. George Sistrunk is the acknowledged and proven creator
and developer of such programs and holds all copyrights to such programs. UII's use of such programs and/or electronic information
systems was by agreement and that agreement is effectively terminated as of the date of this notice.
Further public disclosure and damage
to UII can be avoided if UII's managing board acts with reason, rationality, responsibility, discretion and the best interest
of the corporation, its shareholders and general partners in mind. Even though it has been difficult for the board to act
in this manner in the past, we beg the managing board members to take action for once in their history that is in the best
interest of all. We earnestly ask the managing board to deflate their egos (at least once) and do this for all the people
that placed their hopes, faith, confidence and trust in UII. We beseech the current managing board to step aside with dignity.
We have had your opportunity. Allow this corporation to grow and prosper as it was created and designed to do without further
delay. You have slowed progress long enough. Let us settle this issue among ourselves without going into a public arena and
without malice toward one another, so that UII can move forward at the speed it was designed to travel.
========================= End Page 3 of 4 =========================
UII was never intended to be a dictatorsip.
UII is designed and based on the principles of complete access, collective ownership and faithful stewardship. Our shareholders
and general partners are the owners of UII, not the board of directors. Our first duty is to them. Our first responsibility
is to them and we are accountable to them. Edward C. Graham and George Sistrunk pledges to ensure UII fulfills its duties,
obligations and commitments to the owners. No corporate officer should ever say the owners do not have the right to expect
responsible leadership and faithful stewardship of their financial affairs.
With the exceptions of Dr. Joyner
and Carolyn O. Stroman, the board, as a collective body, has consistently failed to operate in a manner that would speed UII's
rapid growth and development. Ensuring UII's rapid growth and development are integral parts of the board's stewardship. There
is no place in UII for anyone who is not fully committed to acting at all times, in their best interest.
UII's current managing board seems
more occupied with building their egos rather than UII. Such preoccupations threaten the continuing viability of UII as a
corporate entity. The arrogance, egotism and personal vendettas that now consume the board are the primary reasons why corporate
income has slowed to a faction of what it once was and why communicating with the board has become virtually impossible. This
kind of madness cannot and will not be allowed to continue.
In the event the board wishes to
go into the public arena to resolve this matter, or does not step aside voluntarily, George Sistrunk and Edward Graham pledge
not to press any issue in court. Such public disclosure would not be in UII's best interest. However, if any general partner
or shareholder decides to initiate circuit court proceedings, we will be available as witnesses on their behalf. Agreements
will be forth coming to protect any person or entity that becomes a shareholder or general partner as a result of program
information he/she/they may have received prior to the date of this notice. To facilitate the resolution of this matter, Amos
Pressley has been asked to mediate an accord prior to submission to shareholders and general partners. If an accord can be
reached, this action goes no further. If not, this action will continue to its ultimate conclusion.
We deeply regret taking this action.
It; nevertheless, must be done if we are to secure the financial futures of the shareholders and general partners and honor
our financial obligations to you as incorporators.
Regretfully and Respectfully Posted
and Given.
George M. Sistrunk - Director and
Incorporator
Edward C. Graham - Director and Incorporator
cc:
Amos Pressley - Mediator
Shareholders and General Partners
Circuit Court - Orangeburg County
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Note: The Chair and Co-Chair of the Standing Committee have signed copies of this LETTER OF
NOTICE.
