<PAGE>
Exhibit
MINUTES OF A MEETING
OF
THE BOARD OF DIRECTORS
OF
SURGE COMPONENTS., INC.
A special meeting (the "Meeting") of the Board of Directors of
Surge Components, Inc. (the "Company") was held on September 26, 2000 at the
Club 101, 101 Park Avenue, at approximately 10:30 a.m., New York time. Present
were:
Adam Epstein
Ira Levy
Steven J. Lubman
David Siegel
Mark Siegel, constituting the entire Board of Directors.
Also present at the invitation of the Board was Elliot H. Lutzker of Snow
Becker Krauss P.C. and David Andersen of Bryan Cave LLP. Ira Levy acted as
Chairman of the Meeting and Elliot H. Lutzker acted as Secretary of the Meeting.
The Chairman stated that the only item on the agenda for the Meeting was a
general discussion of the upcoming Special Meeting of Shareholders of the
Company, and amending the bylaws of the corporation so as to permit a quorum of
one-third of all outstanding shares.
After a brief discussion, upon motion duly made, seconded and unanimously
approved, it was
RESOLVED, that the first sentence of Section 5 of the by-laws,
titled "Quorum" be, and the same hereby is amended to be and read as
follows:
"SECTION 5. Quorum. At all meetings of the
shareholders, the holders of one-third of the shares
of the Corporation issued and outstanding and
entitled to vote thereat shall be present in person
or by proxy to constitute a
<PAGE>
quorum for the transaction of business, except as
otherwise provided by statute."
And be it further
RESOLVED, that all references in the By-laws of the
Corporation, as amended to date, be, and the same hereby are, amended
so as to provide that attendance, in person or by proxy of only
one-third of all outstanding shares of the Corporation be necessary in
order to constitute a quorum, as is consistent with the above stated
language.
There being no further business to come before the Meeting,
after motion duly made and seconded, the Meeting was adjourned at 10:40 a.m.
Witness our signatures this 26th day of September 2000
/s/Adam Epstein
---------------
Adam Epstein, Chairman
/s/Elliot H. Lutzker
--------------------
Elliot H. Lutzker, Secretary of the Meeting
