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EXHIBIT A
RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
WHITE ELECTRONIC DESIGNS CORPORATION
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FORM OF RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
WHITE ELECTRONIC DESIGNS CORPORATION
WHEREAS, the Board of Directors believes that the Nasdaq National
Market has a greater focus on technology companies than does the American Stock
Exchange; and
WHEREAS, the Board of Directors believes that the trading system of the
Nasdaq National Market and the incentives it provides to investment firms will
provide the Company with the opportunity to increase its exposure among
investors; and
WHEREAS, for these reasons, the Board of Directors believes it is in
the best interests of the Company and its stockholders to move the Company's
listing from the American Stock Exchange to the Nasdaq National Market;
NOW, THEREFOR, BE IT RESOLVED, that Hamid R. Shokrgozar, President and
Chief Executive Officer of the Company, and such other officers as Mr.
Shokrgozar may designate (individually, a "Designated Officer" and collectively,
the "Designated Officers") are authorized, empowered and directed to take such
actions and execute and deliver such documents as such Designated Officer shall
determine to be necessary or appropriate to transfer the securities of the
Company presently listed on the American Stock Exchange to the Nasdaq National
Market, with such determination to be conclusively evidenced by the performance
of such acts and the execution of such documents.
FURTHER RESOLVED, that all actions heretofore taken by the officers,
directors, or agents of the Corporation relating to the foregoing matters and
resolutions be, and they hereby are, approved, adopted, ratified, and confirmed
in all respects as if they had been done pursuant to specific authority granted
to them by the Board of Directors.
FURTHER RESOLVED, that any resolution or resolutions required by the
American Stock Exchange or the Nasdaq for the removal from listing and the
listing of the Company's securities be considered as adopted as if at a duly
held meeting of the Board of Directors, and the Secretary of the Corporation is
authorized to so certify.
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WHITE ELECTRONIC DESIGNS CORPORATION
OFFICER"S CERTIFICATE
The undersigned being the duly elected and acting President and Chief
Executive Officer of White Electronic Designs Corporation, an Indiana
corporation (the "Company") certifies that attached hereto as EXHIBIT A is a
true and complete copy of resolutions duly adopted by the Board of Directors of
the Company at a duly called and noticed meeting of such directors held May 18,
2000, and that such resolutions have not been rescinded, amended or modified and
continue in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand on this 18th day of
May, 2000.
/S/ Hamid Shokrgozar
Name: Hamid Shokrgozar
Title: President and Chief Executive Officer
