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EXHIBIT 23
MAJORITY WRITTEN CONSENT OF DIRECTORS
of
AVE, INCORPORATED
(A Nevada Corporation)
The undersigned persons, constituting all of the members of the Board of
Directors ("Board") of AVE, INCORPORATED, a Nevada corporation (the "Company"),
hereby take the following action by unanimous written consent in lieu of
meeting, pursuant to Section 17-16-821 of the Nevada Business Corporation Act:.
WHEREAS, the Board of Directors, in the interest of establishing
headquarters of the Company in Arapahoe County, Colorado and in support of the
detail needed to set up a functioning organization hereby finds for the
following changes to the bylaws of AVE, Inc.:
BE IT RESOLVED by the Company's Board of Directors, after giving due
consideration to the matters presented for action by means hereof, that:
1. Changes to the Bylaws of AVE, Inc. The AVE, Inc. Bylaws be changed as
shown below:
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Article I, Section 1. The principal office be changed from Washoe
County, Nevada to Arapahoe County, Colorado.
Article II, Section 4. Change the newspaper of general circulation
from one in Washoe County, Nevada to one in
Arapahoe County, Colorado.
Article III, Section 2. Change the number of Directors from two to
five.
Article III, Section 12. Conduct of meeting be changed from President
to CEO.
Article IV, Section 1. Add CEO to the list of officers of the
Company.
Article IV, Section 3. Change to say "The Board may elect, and may
empower the CEO to appoint...
Article IV, Section 6. Change the first sentence to read, "The
President or Chairman shall be the chief
executive officer and general manager of the
corporation."
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2. Corporate Bank Account. That the Chief Financial Officer shall be
authorized to establish a corporate bank account and it shall be required that
all checks must have two signatures, one of which must be the Chief Financial
Officer. The signatories authorized shall be Dan Smith, Gene Klawetter and
George Sullivan.
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3. Stock Compensation Plan. That the Company adopt a Stock Compensation
Plan with number of shares authorized not to exceed 1,000,000 shares a copy of
which is attached.
4. Compensatory Stock Option Plan. That the Company adopt a Compensatory
Stock Option Plan with number of shares authorized not to exceed 4,000,000
shares a copy of which is attached.
5. Appointment of Auditor. (a) That the accounting firm of
Stark Tinter and Associates
Certified Public Accountants
5299 DTC Boulevard, Suite 300
Englewood, CO 80111
is appointed as the Company's auditor and independent public accountant
within the meaning of the rules and regulations of the Securities and
Exchange Commission, and (b) no approval of shareholders shall be needed
to dismiss such firm as the Company's auditors or from time to time to
engage one or more other accounting firms as the Company's auditors, the
vote of a majority of the Board of Directors being sufficient for such
purpose.
6. Engagement of Attorney. That the following named individual
David J. Babiarz
Overton, Babiarz & Sykes, P.C.
5675 DTC Parkway, Suite 200
Englewood, CO 80111
be appointed as the Company's attorney.
7. Stock Transfer Agent. That the Board authorize as corporate stock
transfer agent
Corporate Stock Transfer
Republic Plaza
370 Seventeenth Street, Suite 2350
Denver, CO 80202-4614
8. 504-D Subscription Agreement. That the Board authorize the attached
504-D Subscription Agreement for use with the issuance of 504-D shares.
9. 144 Restricted Stock Subscription Agreement. That the Board authorize
the attached 144 Restricted Stock Subscription Agreement for use with the
issuance of 144 Restricted shares.
FURTHER RESOLVED, to adopt the authorization to issue up to 2,000,000
shares of unrestricted 504-D shares at a price not less than $0.50 per share.
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FURTHER RESOLVED, to modify the Articles of Incorporation of AVE, Inc. to
increase the authorized shares from 15,000,000 to 20,000,000 in order to provide
for an Employee Stock Option Plan and an Employee Stock Compensation Plan.
IN WITNESS WHEREOF, the undersigned Directors have evidenced their approval
of the above actions and proceedings effective as of the date set forth below.
Dated: January 20, 1998
/s/ R. GENE KLAWETTER /s/ TOM ATHANS
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R. Gene Klawetter, Chairman Tom Athans
Seal
/s/ HENRI HORNBY
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Henri Hornby
