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Board Meeting Agenda - Co-opportunity

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<strong>Co</strong>-<strong>opportunity</strong><br />

<strong>Agenda</strong> for <strong>Board</strong> <strong>Meeting</strong><br />

May 16, 2012<br />

Page 4<br />

MOTION #1<br />

I move that the board give the GM authorization to enter into a real estate lease agreement for the<br />

purposes of expanding to a new store in Culver City. The authorization is contingent on three triggers.<br />

Key approval triggers and board verification methods:<br />

1. Pro forma and project receives Bill Gessner’s approval<br />

b. Memo from Bill stating his opinion that a final pro forma is feasible. Bill also states he believes<br />

we are ok to move forward with project. Bill also stating it is ok to enter into lease agreement based on<br />

attorney’s final approval and attorney-recommended contingencies.<br />

2. Lease attorney approves final draft of lease (with key contingencies included) and gives<br />

ok to sign lease.<br />

MOTION #2<br />

a. Memo from Paul Enriquez stating his opinion that is is ok to sign final version of lease.<br />

I move that the board authorize the GM to formally negotiate, obtain and commit to financing for a 2nd<br />

store project. This amount shall not exceed $__________ (tbd)<br />

Key approval triggers and board verification methods:<br />

1. Debt incurred (loan amount) approved by Bill Gessner<br />

Memo from Bill stating his opinion that incurring this debt is in line with approved pro forma<br />

and project budget .<br />

2. Lease attorney approves final draft of loan agreement and all loan documents.<br />

MOTION #3<br />

Memo from Paul Enriquez stating his opinion that is is ok to sign final versions of loan<br />

documents.<br />

I move that the board authorize the GM to obtain member capital through<br />

Member loans<br />

Preferred shares<br />

Increasing Class A share investment total to $300<br />

Key action steps and board verification methods:<br />

1. Bylaw amendments<br />

Memo from Therese Tuttle (co-op attorney) detailing recommended bylaw amendments<br />

needed to position co-op to raise member capital.<br />

2. State and Federal Filing.<br />

Memo from Therese Tuttle detailing steps taken with State and Federal agencies to position<br />

co-op to legally raise member capital (member loans and preferred shares).

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