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EXHIBIT 99.1
STATEMENT OF UNANIMOUS CONSENT
TO ACTION TAKEN IN LIEU OF A
SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF
SEARCHHOUND.COM, INC.
In lieu of a special meeting of the board of directors of
SEARCHHOUND.COM, Inc., a Nevada corporation (the "Company"), the undersigned
being all of the directors of said Company entitled to vote on the resolutions
set forth below, do hereby consent to the adoption of, and do hereby adopt, the
following resolutions and declare them to be in full force and effect as if they
had been duly adopted at a meeting of the directors of the Company, duly called,
noticed and held.
WHEREAS, the Board of Directors approved and directed the Chief
Executive Officer of the Company and/or such other officers of the Company as
the Chief Executive Officer may designate (the "Designees"), to take any and all
actions which they deem necessary under the Securities Act of 1933, as amended
(the "1933 Act"), to register with the Securities and Exchange Commission (the
"Commission") 1,500,000 shares of Class A Common Stock, par value $0.001 of the
Company (the "Shares") to be issued to employees and consultants in lieu of
compensation for services rendered to the Company and to members of the Board of
Directors pursuant to the Board Directors Compensation Package, attached hereto
as Exhibit A (the "Package");
NOW THEREFORE, BE IT:
"RESOLVED, that the Board believes it to be in the best interest of the
Company to issue, and hereby authorizes the issuance by Madison Stock Transfer
Company of, 200,000 Shares to the members of the Board appearing on Exhibit B,
attached hereto, in the amounts appearing opposite each Board member's name;"
"FURTHER RESOLVED, that the Board believes it to be in the best interest
of the Company to issue, and hereby authorizes the issuance by Madison Stock
Transfer Company of 565,299 Shares to the employees and consultants appearing on
Exhibit C, attached hereto, in the amounts appearing opposite each employee's or
consultant's name;"
"FURTHER RESOLVED, that the Board believes it to be in the best
interest of the Company to issue, and hereby authorizes the issuance by Madison
Stock Transfer Company 100,000 Shares to Brad Cohen and 100,000 Shares to Dave
Mullikin pursuant to their respective employment agreements with the Company;"
"FURTHER RESOLVED, that upon the issuance of the Shares to those
individuals listed on Exhibit B and Exhibit C and to Dave Mullikin and Brad
Cohen pursuant to their respective employment agreements, such Shares shall be
validly issued, fully paid and nonassessable;
FURTHER RESOLVED, that upon issuance of the remaining 534,701 registered
Shares, such Shares will be validly issued, fully paid and nonassessable; and
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"FURTHER RESOLVED, that all actions previously taken by any director,
officer, employee or agent of the Company in connection with or related to the
matters set forth in or reasonably contemplated or implied by the foregoing
resolutions be, and each of them hereby is, adopted, ratified, confirmed and
approved in all respects as the acts and deeds of the Company."
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This Statement of Unanimous Written Consent may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute a single Statement of Unanimous Written Consent.
Signatures to this Statement of Unanimous Written Consent may be given by
facsimile or electronic transmission and such signatures shall have the same
force and effect as manually signed originals.
Dated as of December 18, 2000
DIRECTORS:
/s/ John Flanders
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John Flanders
/s/ Art Fillmore
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Art Fillmore
/s/ Brad Cohen
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Brad Cohen
/s/ Dave Mullikin
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Dave Mullikin
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EXHIBIT A
SEARCHHOUND.COM, INC.
BOARD OF DIRECTORS
COMPENSATION PACKAGE
ACTIVITY
Monthly telephone Board calls (approximately 30 minutes) will be held near
the 15th of the month to review operations, financial performance, and Board
relevant issues.
Ad hoc calls as needed.
Quarterly "in person" meeting for 1/2 day.
Interim items may include reviewing strategic partnerships, acquisition
opportunities, SEC filings, etc.
Assistance with significant partners, fundraising, financing, IR, PR, etc.
EXTERNAL BOARD MEMBERS
Initial Appointment:
25,000 Shares (restricted)
50,000 Shares (S-8 unrestricted)
Annually:
5,000 shares (restricted) per quarter issued annually in December prorated for
the current year.
$500 cash (or S-8 stock if cash flows preclude cash payment) for each Quarterly
"in person" Board meeting.
Travel expenses related to Board activity
INTERNAL BOARD MEMBERS
Initial appointment
No additional compensation
Annually:
25,000 shares (restricted)
Travel expenses related to Board activity
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--------------------------------- ---------------------------------
ART FILLMORE, External Board Member JOHN FLANDERS, External Board Member
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BRAD COHEN, Corporate Secretary, DAVE MULLIKIN, President & CEO, and
Executive VP of Corporate Development, Internal Board Member
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EXHIBIT B
<TABLE>
<CAPTION>
NAME SHARES
---- ------
<S> <C>
Art Fillmore 75,000
John Flanders 75,000
Dave Mullikin 25,000
Brad Cohen 25,000
</TABLE>
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EXHIBIT C
<TABLE>
<CAPTION>
NAME SHARES
---- ------
<S> <C>
Dave Mullikin 169,838
Brad Cohen 160,400
Kyle Lutz 24,416
Ashley Hock 24,416
J.R. Lillard 4,664
Bhaskar Rayavaram 169,065
Wayne Sellers 6,250
Sharon Polk 6,250
</TABLE>
