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EXHIBIT 5.2
ACTION BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
IN LIEU OF A SPECIAL OR REGULAR MEETING
ArchivalCD, Inc.
THE UNDERSIGNED, being all the directors of ArchivalCD, Inc., a Delaware
corporation, do hereby take and adopt, pursuant to the Delaware General
Corporation Law, the following actions in writing and without a meeting in lieu
of a special or regular meeting:
RESOLVED, that each of the undersigned is hereby appointed, and accepts such
appointment, to the position of Interim Director as a member of the Board of
Directors as a member of the Board of Directors.
FURTHER RESOLVED, the Interim Directors shall continue to serve until such time
as the first annual shareholder's meeting shall provide for the election of a
permanent Board of Directors as per the company bylaws.
RESOLVED, that the undersigned Interim Directors indicated with by the symbol
"*" prior to their name, are appointed to the Audit Review Committee in keeping
with SEC requirements for such a committee. It is attested that none of the
three so indicated Interim Directors is otherwise employed by ArchivalCD, Inc.
RESOLVED, that the Corporation's registration statement on Form SB2 filed under
the Securities Act of 1933, as amended, Commission File No. 333-93525, together
with the current draft and amendments thereto, with such changes, additions and
modifications thereto as the President and Chief Financial Officer may
determine prior to the filing of such amendment, be, and each of the original
registration statements and the current draft of the amendment thereto, as it
may be changed, added to or modified prior to filing thereof, are approved.
RESOLVED, that this document when signed by each individual director, even when
upon separate copies, may be considered one legal original allowing it to be
filed in electronic form with all signatures attached thereon. At future
special or regular meetings signatures may be added to one copy for file
purposes, but until such time as all signature are on one page each individual
and separate copy shall be maintained in corporate files.
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RESOLVED, minor editing and corrections are hereby approved for the legal
original should such be found to be required as long as such editing or
inclusion of corrections does not change the intent and purpose of the
document.
THE FOREGOING CONSTITUTES A COMPLETE RECORD OF ACTIONS TAKEN, ADOPTED,
APPROVED, RATIFIED AND CONFIRMED BY ALL THE DIRECTORS OF THE CORPORATION.
DATE: DIRECTORS:
14, September, 2000 /s/ DANIEL J. HAY
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Daniel J. Hay
14, September, 2000 /s/ WILLIAM HALE
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*William Hale
14, September, 2000 /s/ MIKE SIROTKA
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Mike Sirotka
14, September, 2000 /s/ WILLIAM R. GANN
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*William R. Gann
14, September, 2000 /s/ GARY R. TOMS
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Gary R. Toms
14, September, 2000 /s/ GUILLERMO J. CAMPISTEGUY
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*Guillermo J. Campisteguy
14, September, 2000 /s/ RICHARD H. LYTLE
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Richard H. Lytle
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