APPENDICES

Appendix A: Illustration of Essential Elements of Minutes

MEETING OF THE BOARD OF DIRECTORS

CARPINTERIA CORPORATION

MAY 28, 1998

A regular meeting of the Board of Directors of Carpinteria Corporation (the "Corporation") was held at 10:00 a.m. on May 28, 1998, at the conference room of the Corporation, 1155 Eugenia Place, Carpinteria, California.  A notice of meeting and Board review materials (copies of which are in the Board Review Materials File) were mailed by the Secretary to each Director on May 17, 1998.

Directors Present:

Kim Rines-Rapholz (1999), Chair; Peggy Tierney (1998), Vice Chair; Marc Wester (2000), President; Patty Gary (1999); Pat Card‑Vasquez (2000) (by telephone).

Directors Absent:

Michael Franzen (1998); Jerry Phillips (1999).

Also Present:

Veri Veritas, Secretary; Michael Schley, attorney.

1.  Call to Order

The meeting was called to order by Chair Rines at 10:08 a.m.  She noted that a majority of the Directors were in attendance, and therefore a quorum was present.

*   *   *   *   *

Adjournment

Chair Rines asked if there was any further business.  There being none, she declared the meeting adjourned at 12:03 p.m.

These minutes were approved by the Board of Directors on June 10, 1998.

Veri Veritas, Secretary 

Appendix B: Consent Action

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

CARPINTERIA CORPORATION

MAY 28, 1998

Pursuant to section 307(b) [5211(b) for a nonprofit] of the Corporations Code and section [ ] of the Corporation's Bylaws, the Directors of the Corporation do hereby approve the following action by unanimous written consent, effective as of the date first set forth above:

RESOLVED, that the revised 1998 Budget, dated May 15, 1998 and delivered to the Directors for review (a copy of which is in the Board Review Materials File), is hereby approved.

The foregoing action, when signed individually or collectively by all Directors, shall have the same affect as if approved unanimously at a meeting of the entire Board of Directors.  It shall be effective as of the date first written above, which is the date of the first signature hereto.  The signed consents shall be collected by the Secretary and maintained in the Corporate Minute Book as official corporate records. 

[Provide one signature line here for each director]

Appendix C: Model Secretary's Certificate

 RESOLUTIONS OF THE BOARD OF DIRECTORS

 CARPINTERIA CORPORATION

MAY 28, 1998

 WHEREAS, xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx;

IT IS THEREFORE RESOLVED, that xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx; and

RESOLVED FURTHER, that xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.

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 SECRETARY'S CERTIFICATE

I, Veri Veritas, Secretary of Carpinteria Corporation, do hereby certify that the foregoing is [attached three pages are] a true copy of resolutions adopted by the Board of Directors of the Corporation at a meeting on May 28, 1998, at which a quorum was present.  

[seal] 

Veri Veritas, Secretary

Appendix D:

Authorization for Bank and Brokerage Accounts

WHEREAS, the Secretary and management are frequently requested, in the course of opening or changing accounts at banks and securities firms, to certify form resolutions of this Board authorizing such accounts; and

WHEREAS, the Board finds it unnecessary to require Board attention at a meeting, or to request action by written consent, to adopt such resolutions if the accounts are being opened and used for purposes already approved by the Board, as part of a business plan or otherwise;

IT IS THEREFORE RESOLVED, that the Secretary shall be authorized to certify form resolutions, and other appropriate officers of the Corporation shall be authorized to execute and deliver form agreements, required by banks or securities firms in connection with the opening or maintenance of bank or brokerage accounts, provided that in each instance the following conditions are met:

1. The account shall be used for a purpose contemplated by prior actions of this Board (which may be the approved current business plan or other applicable action);

2. Only [officers’ names] [titles of certain officers] [or Directors’ names] of the Corporation shall be signers on the account [and two signatures shall be required for transactions exceeding $            ]; and

3. No account shall be established with authority to execute futures or options transactions.

RESOLVED FURTHER, that, in certifying a form resolution, the Secretary may rely on the representations of the President or the Chief Financial Officer regarding the satisfaction of the foregoing three conditions, without further inquiry; and

RESOLVED FURTHER, that copies of form resolutions certified pursuant to the foregoing resolutions shall be maintained in the Corporate Minute Book, and the Secretary shall report to the Board at each regular meeting on such resolutions certified by him or her pursuant to this authorization.