RESOLUTIONS OF THE BOARD OF DIRECTORS
EX-10.1 2 e101.htm APRIL 24, 2015 RESOLUTION OF BOARD OF DIRECTORS
RESOLUTIONS OF THE BOARD OF DIRECTORS
The undersigned sole member of the Board of Directors for AmericaTowne, Inc. (the "Company"), pursuant to Article IV, Section 5 of the Bylaws of the Company, hereby agrees to
the following resolutions in lieu of meeting:
the following resolutions in lieu of meeting:
RESOLVED, that the Company hereby approves the action set forth in the Resolutions of Yilaime Corporation of NC ("Yilaime NC") dated April 24, 2015 (attached hereto as Exhibit A).
RESOLVED, that the Secretary of the Company shall direct Action Stock Transfer Corp. to transfer fractional shares to the individuals or entities identified in Exhibit A from the
3,616,059 shares currently titled to Yilaime NC in the amounts set forth therein.
3,616,059 shares currently titled to Yilaime NC in the amounts set forth therein.
RESOLVED, the actions set forth herein are ratified and approved as being in the best interests of the Company.
RESOLVED, that all prior actions of the Board of Directors and Officers are ratified as being in the best interests of the Corporation.
These resolutions shall be entered into the books and records of the Corporation.
Dated: April 24, 2015
RESOLVED:
/s/Alton Perkins
Alton Perkins
Chairman of the Board
Alton Perkins
Chairman of the Board
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EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS
The undersigned, serving as the Chairman of the Board of Yilaime Corporation, a North Carolina corporation (the "Company"), pursuant to Article IV, Section 1 and Section 5, and Article VIII of the Company's Bylaws dated March 1, 2014 (the "Bylaws"), enters the following resolutions into the books and records of the Company:
RESOLVED, that pursuant to Article V, Section 5 of the Bylaws, the Secretary of the Company shall record all approvals to the November 4, 2014 stock exchange proposal in the books and records of the Company;
RESOLVED, that pursuant to Article V, Section 5 of the Bylaws, the Secretary shall void all prior shares of common stock issued to the following minority shareholders, and in turn advise AmericaTowne, Inc. ("AmericaTowne") and its transfer agent to transfer pro rata shares of common stock in AmericaTowne as follows (resulting in a total issuance of 1,791,942 shares of AmericaTowne out of 3,616,059 titled to the Company):
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| Name | Shares in Yilaime NC | Shares in AmericaTowne |
| Alvin Powell | 18,389 | 14,145 |
| Grace K. Mabiala | 84,907 | 65,313 |
| Agnes K. Kimutu | 5,720 | 4,400 |
| Ayodele Joy Oyelowo | 3,900 | 3,000 |
| Alice Katundu David | 15,600 | 12,000 |
| Cheryl Chaslin | 71,551 | 55,039 |
| Jacinta Mwalali | 17,550 | 13,500 |
| Dr. Philip Mwalali | 11,050 | 8,500 |
| Dr. Joseph Karogi | 3,770 | 2,900 |
| Jane Muturi | 26,520 | 20,400 |
| Samson Maina Thuo | 9,100 | 7,000 |
| Lindsey E. Moore | 28,600 | 22,000 |
| Bruce Rogers | 5,746 | 4,420 |
| Jeannette Lelo | 4,420 | 3,400 |
| Winny David | 7,800 | 6,000 |
| Estella Chitambo Tindal | 2,600 | 2,000 |
| Isack Niyongabo | 6,500 | 5,000 |
| Dr. Kimberly Tungate | 52,000 | 40,000 |
| Lillian W. Kthungu | 12,350 | 9,500 |
| Samuel Muli | 19,933 | 15,333 |
| Christopher T. Moore | 162,500 | 125,000 |
| Platini Lelo | 2,210 | 1,700 |
| Lucy Nganga | 10,920 | 8,400 |
| Doris W. Nganga | 12,870 | 9,900 |
| Jane Wanjohi | 15,470 | 11,900 |
| Christine Malu Tshiapey | 2,600 | 2,000 |
| Xianghai Lin | 45,837 | 35,259 |
| Olufemi Oyelowo | 4,420 | 3,400 |
| Andre Chaslin | 544,881 | 419,139 |
| Watson Salapo | 14,300 | 11,000 |
| Paul M. Ndungu | 18,480 | 14,215 |
| Paul Janssen | 458,306 | 352,543 |
| Margaret Ngunjiri | 17,680 | 13,600 |
| Diversified Compliance Service, LLC | 45,500 | 35,000 |
| Gillian Mwanikio | 26,260 | 20,200 |
| Elizabeth Mukuna | 1,300 | 1,000 |
| Veronica Lelo | 2,600 | 2,000 |
| Domitila Mutavi | 7,410 | 5,700 |
| Michelle Mwizu | 1,300 | 1,000 |
| Beatrice Kahihu | 11,050 | 8,500 |
| Glodie Montanga | 24,700 | 19,000 |
| Dr. Daniel Gatabaki | 76,375 | 58,750 |
| Margaret Wangui Mutua | 4,333 | 3,333 |
| Dr. Emile Omba | 4,420 | 3,400 |
| Nehemie Diayenda | 5,720 | 4,400 |
| Clarie M. Mufalo | 2,210 | 1,700 |
| Dorina Gardner | 2,600 | 2,000 |
| Damian Okeke Ideas Professional Consulting Firm (Mary Hodges) | 3,900 | 3,000 |
| Stephen Barine | 65,000 | 50,000 |
| Nadia Emhirech | 39,000 | 30,000 |
| Martha Chelimo | 6,500 | 5,000 |
| Esther Kivuti | 7,930 | 6,100 |
| Albertha Johnson | 1,950 | 1,500 |
| Elizabeth Njoki Muigai | 5,235 | 4,027 |
| Catherine Ngugi | 1,300 | 1,000 |
| Harriet Karambu Kimutai | 4,550 | 3,500 |
| Jin Rong Liu | 32,500 | 25,000 |
| Beatrice David | 7,800 | 6,000 |
| Regina Price | 1,300 | 1,000 |
| Lillian Kathungu | 52,000 | 40,000 |
| Agnes A. Akoth | 1,300 | 1,000 |
| Christine Mugwongo | 13,000 | 10,000 |
| Leah Bett | 56,358 | 43,352 |
| Rose G. Murithi | 3,979 | 3,061 |
| Charles Farag | 52,276 | 40,212 |
| Bruno Soba Quirino | 2,275 | 1,750 |
| Yannick M. Shabani | 1,430 | 1,100 |
| Ladell Blackwell | 2,600 | 2,000 |
| Zhi Cai Lin | 33,086 | 25,451 |
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RESOLVED, that the Company shall transfer the balance of 1,824,117 shares of common stock in AmericaTowne to its majority shareholder, Yilaime Corporation, a Nevada corporation ("Yilaime Nevada") in consideration of Yilaime Nevada tendering 241,070,522 of its 241,070,622 shares in the Company back to the Company.
RESOLVED, that the Company shall reaffirm in its books and records Yilaime Nevada's retention of 100 shares of common stock in the Company.
RESOLVED, that pursuant to Article V, Section 5 of the Bylaws, the Secretary for the Company shall record on its books and records that the above-referenced shares being redeemed from current shareholders for issuance and transfer of shares of common stock in AmericaTowne as being voided.
RESOLVED, that the books and records of the Company shall reflect, only, the 100 shares issued and outstanding to Yilaime Nevada.
RESOLVED, that all prior actions of the Board of Directors and Officers are hereby ratified and reaffirmed as being in the best interests of the Company;
RESOLVED, that the Board of Directors has not relied on the legal advice of Paesano Akkashian, P.C., which serves as Counsel to AmericaTowne, in effectuating these resolutions, and thus waives any and all perceived or actual conflicts of interest associated with Paesano Akkashian, P.C.'s participation in the actions related to these resolutions.
RESOLVED:
/s/Xiang Mei Lin
Xiang Mei Lin
Acting Chairman of the Board
Dated: April 24, 2015
Xiang Mei Lin
Acting Chairman of the Board
Dated: April 24, 2015
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