Someone inadvertently sent me a copy of the minutes from a past BOD Meeting- I'm still trying to verify accuracy - so FWIW:
Patriarch Scientific Corporation Board Meeting
March 20, 2010
CF: "Call to order - I move that our thressome plus guest DL meets corporate bylaw requirements for a quorum for this quarterly BOD meeting."
GF: "seconded - and noted that the ladies tees at this club provide an insufficient yardage inducement for me to verify & feel comfortable that my handicap adequately covers your advantage - as a result I'm requesting an additional 3 shots per side."
CF: "all in favor"
GF, CF, CJ - "aye"
DL: "aye"
CF: "DL you don't get a vote - GF is our forensic accountant and we have to take her word that she's comfortable"
DL: - "OK - but I have the utmost trust in her opinion - GF is a hardworking gal and if she says she needs 3 shots a side . . . well bye-gum I think she should get them"
CF: "OK - 1st order of business - please don't talk during my backswing - I have significant expenses and a daughter going off to college and can't really afford to cover our wager. 2nd - we keep hearing from our message board informants that the SH's are getting increasingly restless- and there are behind the scenes conversations going on about a potential lawsuit over our fiduciary responsibilities. I'm concerned such talk might slay this golden cow of ours before we've milked it dry."
DL: "Well sue me - that ought to quiet them down for awhile and buy us some more time"
CJ: taking a foot wedge from behind pine tree "That's a great idea DL what better way for us to demonstrate that we're on top of things & being good stewards than to sue our MA partner."
DL: "Not a real suit mind you - you'll withdraw it after a respectable amount of time has elapsed - of course all details of the settlement will remain confidential -yuk, yuk"
CJ: "exactly - & it will take the sheep another year or two to deduce that nothing's changed in our little arrangement."
DL: "yep - and then there's always an ITC filing and continued CA court delays to raise false hopes and buy us even more time"
CF: " ok all in favor of filing suit against DL"
CF,GF, CJ & DL: - "aye"
CF: - "DL - you can't vote to sue yourself even if it was your idea"
CJ: - As he watches DL line up an 8 ft. putt - "that's good DL" . . . OK next our executive compensation committee has to meet to discuss CF's bonus - DL & CF cover your ears."
GF: "Well CJ the terms of CF's agreement calls for up to a 50% bonus - that seems fair"
CJ: "well typically these annual bonuses are tied to meeting our numbers"
GF: "my numbers look pretty good this year"
CJ: "mine too - but then there's that pesky little issue of the SP"
GF: "oh yeah - I guess it wouldn't look too good if we gave hime the full 50% - let's make it say 48% - how about a flat $145k"
CJ: "OK - but based on the pace of our court proceedings we might have to knock that down to 40% next year"
GF: "yea I can see that"
CJ: "OK, CF & DL you can uncover your ears. CF - I think based on the just concluded compensation meeting you should be OK to cover our little wager."
DL: " nonsense - we've discussed a number of legal issues - this is a legitimate TPL expense"
CF: " I think that's it - motion to adjourn to the 19th hole"
GF: "seconded - I saw Daisy's behind the bar and she mixes a mean martini"
CF: "all in favor"
CF, GF, CJ, DL: "aye"
CF: "DL - you don't get to vote - but as long as TPL is on the clock - would you mind setting up the tab with Daisy"
Again- not sure why someone sent me this - & I'm still trying to verify - so take it for what it's worth.
