Manila Boat Club

Minutes
of the 4^th August 2013 MBC Annual General Membership Meeting

Venue: MBC Boat Club 

Time:  10:00
A.M. to 12:00 P.M.

Attendance:

In
Person

1. James Stratton
2. Russell Dean
3. Hugo Wray
4. Chris Damandl
5. Colin Smith
6. Ian Holzberger
7. Quintin Pastrana
8. Jaco Soler
9. Joe Furman
10. Ilie Lionel B. Gramata

By
Proxy

1. Benjamin Ramos Jr.
2. Carlo Bonifacio Alentajan
3. David Killey
4. Dale Dennis David
5. Mark Hughes
6. Eric McGaw
7. Noreen Lao
8. Don Coeli

Minutes:

            At around 10:00
A.M., the Chairman of the Board and Boat Club President, Mr. Quintin Pastrana,
convened the Board, which reached a quorum with presence of majority of its
members, Messrs. Colin Smith, Hugo Wray and Ilie Lionel B. Gramata.

            The Chairman
determined that there was a quorum to conduct the Club’s 2013 annual general membership
meeting (“AGM”) as there were eighteen (18) members present (in person and
through proxies) out of the 37 Boat Club members.

            Before the existing
Board of Directors was dissolved, the Board approved and confirmed the passage
of the Board Resolution dated 04 August 2013, defining a “member in good
standing” of the MBC.  The Board defined
such member as  “a member who has no
outstanding liability to MBC in the monetary amount or equivalent of more than
Three Thousand Pesos (PhP3,000.00) and who has not been found by the Board,
after giving him due process, to have commited an act detrimental to MBC.” 

Thereafter, the AGM commenced and Mr.
Quintin Pastrana was appointed by the attending members to preside over the
meeting.

As the corporate secretary had no complete
records of the papers, minutes, resolutions and other corporate documents ever
since he was appointed as such, the members present affirmed and confirmed upon
initiative of Mr. James Stratton that the By-Laws was already previously amended
to increase the numbers of board seats to nine (9).  The purpose of the increase in the board
seats is to avoid any issue on the nationality composition of the board.

The
members present also affirmed and ratified the Board Resolution dated 04 August
2013. 

Soon after, election for the board of
directors ensued.

            The members voted
nine (9) members to the Board of Directors, which will served up to the end of
the present year or until a new one has been duly elected.  All 18 members present voted for the
following new board directors:

1. Quintin Pastrana
2. Colin Smith
3. James Stratton
4. Hugo Wray
5. Don Coeli
6. Javier Colomo
7. Dale Dennis David
8. Joe Furman
9. Ilie Lionel B. Gramata

After the counting of votes and
proclamation of the new members of the MBC Board of Directors, the new Board
set its first board meeting on 01 September 2013 at 10:00 A.M.

The AGM ended at around 12:00 P.M.

Prepared by: 

Ilie Lionel B. Gramata

Noted and confirmed by:

Quintin Pastrana                 Colin Smith               Hugo Wray