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Hi all,
Here’s the first draft of minutes from the last meeting 26/08/2005.
My apologies for any inaccuracies or oversights.
Sincerest regards,
…shane
//=============================
// Shane Dempsey
// Technical Director,
// Gaisan Technologies Ltd.
// e: sdempsey@gaisan.com
// u: http://www.gaisan.com
// t: +353 (0)86 1722436
//=============================
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Gaisan Shareholders meeting
Willie Hayes is referred to as WH
Michael Dempsey is referred to as MD
Shane Dempsey is referred to as SD.=20
AGENDA – Shareholders Meeting
TIME: 14:15
DESCRIPTION: Extraordinary General Meeting of Gaisan Technologies=20
Shareholders following the change of company status to elect a new =
board.=20
– Nomination of representative directors by majority shareholders and=20
the constitution of a new board of directors in accordance with the new=20
Shareholders Agreement for Gaisan Technologies.=20
– AOB
AGENDA – Directors Meeting
– Company status report – previous company secretary (SD)
– Review of Current business strategy (SD, WH)
– Pursuit of corporate alliance with Evros (WH)
– Advertising Strategies
– Review of progress with business mentors (SD, WH)
– Director’s loans (ALL)
– Salaries & fees for proprietor directors (ALL)
– Hiring policy within 12 months (SD)
– Company overdraft & credit cards (ALL)
– Annual Accounts
– AOB.=20
————————————————————————-=
——————-
Shareholders’s meeting.=20
Quorum present: SD, MD, WH.=20
minute taker: Shane Dempsey
Nomination of directors:
– Each shareholder nominated themselves as board members.=20
MD, WH & SD.=20
– SD to continue as company secretary
– MD suggested a revolving chairperson for each meeting.=20
WH & SD concurred. MD pointed out that a chairperson would have=20
no special powers as the SA covers director/shareholder voting.=20
– MD requested that a draft of these minutes be circulated within a =
reasonable
timeframe to ensure an accurate record of events.=20
– the quesiton of the need for a managing director arose. All agreed =
that there
is no legal obligation but we.=20
– SD to become managing director, WH is director of internet solutions, =
role of technical
director is temporarily dropped.=20
– MD stated that he cannot have an executive director role in the =
company so
his status will remain unchanged.=20
– On this point SD stated that we had constituted a board for Gaisan =
Technologies Ltd.=20
as a quorum was present for a directors meeting we could proceed to that =
forthwith.=20
————————————————————————-=
——————-
Directors’ Meeting
Quorum present: SD, MD, WH.=20
minute taker: SHane Dempsey
– SD apologised for the late availability of the AGENDA for the meeting. =
MD
stated that any additional information should be presented in good time =
to enable review.=20
He also stated his wish that we should have monthly management review =
meetings as good
practice. Both WH & MD agreed. SD proposed meetings for the last friday
of every month with 5 business days notice preferred before a =
cancellation. MD & WH concurred. =20
ACTION: SD to arrange a meeting for this time next month. =20
– SD explained company status. trading since 1st January. He stated that =
he was preparing accounts and would
provide Aidan McAvinue (our company accountant) with up to date =
financials by mid september. MD & WH agreed.=20
ACTION: SD to prepare basic accounts and to circulate by end of =
September
– MD would like a description of future business, past work/sales and =
cash. ALL agreed.=20
– SD outlined concerned about the amount of business from WIT.=20
– WH suggests setting up SugarCRM internally. ALL agreed.=20
– review of current business strategy by SD. several strands. Web =
design, eCommerce, hardware sales, tech support,
dataarchival service, VoIP. MD expressed a concern that we had many =
different businesses and needed to focus. SD outlined
the potential of the hardware sales business as providing an excellent =
financial return for time invested.=20
– SD suggested a strategic linkup with copmulearn.=20
– MD suggested a effort/return analysis over a 1/2 day for the business =
areas we’re working in. =20
– ALL agreed we should join Chamber of Commerce
– SD suggested a series of press resleases in the News & Star. ALL =
agreed.=20
ACTION: SD, WH to prepare monthly forecasts.=20
ACTION: MD to identify someone in ISME to progress this service further. =
– MD identified Datapac as a potential business ally.=20
– SD explained about our 2 business mentors.=20
– Donnagh Kiernan seems like a good prospect. Meeting next thursday
– ALL agreed that we should ask any business mentor about any =
conflicting involvements,=20
associations or activities.=20
ACTION: Ensure that the NDA is signed by Siobhan Dwyer.=20
– SD explained that he had discussed director’s loans accounts with =
Aidan McAvinue. MD was
very concerned that this was treated correctly avoiding 2 major risks: =
preferrential treatment
of creditors & income tax evasion.=20
– ALL agreed that we need directors agreement before a directors loan is =
repaid to ensure
that=20
– MD suggests that we should agree that we could pay ourselves a certain =
amount every month over an
x month period.=20
– MD suggests the following order of director payment: 1) external =
creditors 2) director expenses 3) director salaries
– SD discussed obtaining another PC for the office to be used as a =
FileServer.=20
– SD highlighted the need for a contract worker. ALL agreed
ACTION: SD, WH to formulate a description of skills required. ALL to try =
and identify such a person.=20
– SD to buy a cost-effective server machine.=20
AOB:=20
– WH said that we should agree holidays. SD pointed out that the =
“Organisation of Working Time Act 1997” allows=20
for a minimum holidays per year of 4 weeks. Gaisan will adopt this for =
it’s directors.=20
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