morell cabin corp minutes 2010

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Morell Cabin Corporation

Shareholders Meeting Minutes

July 4, 2010

The annual meeting of the Shareholders of the Corporation was held at the time and place,

and on the date set forth below:

Place of the meeting: Morell Cabin, Regina, New MexicoDate of Meeting: July 4, 2010Time of Meeting: 2:30 PM

The meetings business was to act on such proposals, to elect such Directors, and totransact such other business within the power of the Shareholders as set out herein. Themeeting was called to order by Mary Morell president of the Corporation. As authorizedby the Bylaws, the President presided as Chairperson of the meeting. Lucy Morell -Gengler acted as secretary of the meeting and recorded the minutes. The meeting being

held in accordance with the terms of the Bylaws of the Corporation, the Chairpersondeclared the meeting was validly convened.

The following Shareholders were present:Attendance: Jill Morell, Billy Morell, Mary Morell, Jerry Morell, Janie Morell-Hart, JulianMorell, Martin Morell, and Lucy Morell-GenglerAbsent: Michael Morell

The Chairperson stated that a majority of the total number of shares issued and outstandingwas represented, that a quorum was present and all prerequisites for the meeting werecompleted and that the meeting was ready to transact any business before it. Board

President, Mary Morell, called the meeting the order. Julian moved and Janie secondedthat last year's directors be re-elected for this year and that Billy be appointed asChairperson of the Board. The motion was approved unanimously. Jill moved and Janieseconded that Tom Morell be added to the Board of Directors; the motion passedunanimously. Janie moved and Julian seconded to forgo the reading of the minutes. Theminutes of the July 3, 2009 meeting were approved as written.

Julian moved and Janie seconded to adjourn the meeting. The motion carried unanimously.There being no further business before the meeting, a motion duly made, seconded andunanimously carried, the meeting was adjourned.

_________________Lucy Morell- Gengler Date ____________


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RATIFICATION

We, the undersigned Shareholders, or duly authorized proxies or assignees thereof, haveread these minutes, hereby approved, ratify, confirm, and consent to all business asreported herein.

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The following documents have been appended to these minutes.

A. Call of meetingB. Notice of meetingC. Record of e-mailing/phone notice of meeting


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Morell Cabin Corporation

Board of Directors meeting minutesJuly 4, 2010

Attendants: Jill Morell, Billy Morell, Mary Morell, Jerry Morell, Janie Morell-Hart, Julian

Morell, Martin Morell, Lucy Morell-Gengler, Shanti Morell-Hart, Daniel Morell-Hart,Julie Morell, Jeff Morell, Tom Morell and Jon Gengler.Absent: Michael Morell (Senior), Chelsey Morell and Sophie Morell

A meeting of the Board of Directors of the corporation was held at the Morell Cabin,Regina, New Mexico, on July 4, 2010 at 2:35 PM. The meeting was a regular meeting, forwhich call and notice are dispensed with in accordance with the Bylaws.

There being a quorum of the Directors of the Corporation, the meeting was called to orderby Board Chairperson Billy Morell. Lucy Morell-Gengler acted as secretary to themeeting. Jill moved and Janie seconded to forgo the reading of the minutes. The minutes

of the July 3, 2009 meeting were approved as written.

Election of officersMartin moved and Janie seconded nomination for officers as follows: President- MaryMorell, Vice - President- Julian Morell, Chairperson of the Board - Billy Morell, SecretaryLucy Morell-Gengler, Vice-secretary Janie Morell-Hart, and Treasurer - Martin Morell.Motion passed unanimously.

Treasurers reportMartin read the treasures report (attached). The report reflected a balance of about $29,604at the end of 2009. Martin presented an estimated budget for 2010 which indicated furtherreductions in the total until with the anticipated revenues from the VestMore and MorellEstate distribution are added in. The projected 2010 yearend balance is anticipated to beabout $59,000. Jill moved and Janie seconded a motion to accept the treasures report.Motion passed unanimously. Julian moved and Janie seconded to accept the treasuresreport as next year's budget. Motion passed unanimously.

Old businessMartin moved and Jane seconded to ratify and affirm all actions of officers and directorsfor the previous year. The motion was approved unanimously.

The tarps that were purchased to cover the tents instead of putting a roof over the tent padsflap in the wind and are very noisy. Putting a roof over the tens will be discussed with theproject list.

Guests need to leave a message for Mary at her house and call the cabin to let her knowwhen they will be at the cabin.

New business


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Jill moved and Janie seconded to reimburse Mary for taxes on the new lot. Jerry will gettogether with Mary to transfer title over to the Cabin Corporation.

Martin discussed the Cabin Project List (attached). The following projects were rankedin order of importance for completing:

1. Finish the mini cabin2. Replace deck and sub-decking3. Roof over Jeffs tent pad.4. Metal roof for the cabin, look at roof over the porch to see if it should also be

replaced (2 years from now at cabin opening a possible time frame)

Also look at tacking the linoleum down in the kitchen.

Thanks to all those who worked so hard during cabin opening and thanks to Mary forkeeping it so clean. Remind everyone that all are invited to help out at cabin opening.

Julie suggested that we look at putting beds in the loft. If we get beds it was suggested thatthey be extended length since most of the kids are moving into tall adulthood. Janie andLucy volunteered to look for sheets for long beds on sale.

Other to do itemsJanie will ask Pita about property ownership for property behind the cabin on the other sideof the fence.Julian will check with Tony or Richard M. to see if they are interested in selling their AFrame cabin.John will ask about the burnt out house; determined that property is not a high priority butcan check to see what is happening with it. Also check to see if there are any back taxes onany of the surrounding property and Janie could ask about the property on the other side ofthe fence.

After the Vestmore discussion and the decision to compensate Jerry and Martin for theirefforts in securing the settlement, Billy requested the portion of his share of the lawsuit $that was to be distributed to Jerry and Martin stay in the Cabin Corporation account. Jillmoved and Janie seconded to negate the e-mail vote to distribute Billys share to Jerry andMartin and that that amount remain in the Cabin Corporation. The motion passedunanimously.The next meeting was scheduled for a day on or about July 4, 2011. There being no furtherbusiness before the meeting, the motion duly made, second and carried, the meeting wasadjourned.

_______________________ _________________________Chairperson, Billy Morell Secretary Lucy Morell-Gengler


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Dated: Dated:

Vestmore

It was estimated that Vestmore has or will have total assets of about $470,000 after thelawsuit money is received.

After some discussion Jill moved and Janie seconded to set aside $120,000 of those fundsto compensate Jerry and Martin ($60,000 each) for their work on the lawsuit. Theremainder of those funds (approximately $350,000) is to be distributed as usual (1/10 toRichmore (managed by Jill) and 1/10 to other members, Billys share goes to the CabinCorporation)

Remaining work on oil and gas holdings was discussed; still need to have people to

research what we have in the way of deeds and mineral right most of the information wascollected during the lawsuit but it needs to be organized. Information needs to be put inchronological order and put in an ownership diagram. Compensation for this work willcome from Richmore.

morell cabin corp minutes 2010

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