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EXHIBIT 99.3
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 resolution and declare it to be in full force and effect as if it had
been duly adopted at a meeting of the directors of the Company, duly called,
noticed and held.
RESOLVED, that the Chief Executive Officer of the Company and/or
such other officers of the Company as the Chief Executive Officer may designate
(the "Designees"), be, and each of them hereby is, authorized and directed, in
the name and on behalf of the Company, 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") shares
of the 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");
RESOLVED, that this Board hereby authorizes and approves (1) the
execution and filing by the Company with the Commission of a Registration
Statement on Form S-8 (the "Registration Statement") for the purpose of
registering the Shares under the 1933 Act, (ii) all required amendments and
supplements to said Registration Statement, both before and after the effective
date thereof, and (iii) all certificates, supplements, exhibits and other
instruments in connection therewith, as evidenced by the filing thereof, in the
name and on behalf of the Company and the Agreements, by the Chief Executive
Officer or the Designees of the Company, in each case, as such officers deem
necessary or advisable;
RESOLVED, that Dave Mullikin be, and hereby is, appointed as
attorney-in-fact for the Company and for each officer and director of the
Company who is or may be required to execute the Registration Statement, with
full power of substitution and resubstitution, for and in the name, place and
stead of the Company and said officers and directors, to sign and file any and
all amendments to the Registration Statement (whether such amendments are filed
prior to or subsequent to the effective date thereof) and amendments to the
exhibits thereto, any request for acceleration of the effective date of the
Registration Statement and any and all applications or other documents to be
filed with the Commission pertaining to the Registration Statement, with full
power and authority to do and perform any and all acts and things whatsoever
necessary or advisable to be done in the premises, hereby ratifying and
approving the acts of such attorneys-in-fact or any such substitute;
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RESOLVED, that the Chief Executive Officer or the Designees be,
and each of them hereby is, authorized and directed, for and on the Company's
behalf, to execute a Power of Attorney evidencing the foregoing appointment;
RESOLVED, that Dave Mullikin be, and he hereby is, appointed as
"Agent for Service" of the Company to receive notices and communications from
the Commission in connection with the Registration Statement, with all the
powers incident to such appointment;
RESOLVED, that this Board hereby authorizes, approves and
ratifies the qualification, registration and exemption from qualification or
registration of the Shares included in said Registration Statement under the
securities laws of those states in which qualification, registration or
exemption therefrom is required, and this Board hereby authorizes the execution,
acknowledgment, verification, delivery, filing and publication by the officers
of the Company of any and all documents and instruments required to effect such
qualification, registration or exemption therefrom, and the officers of the
Company are hereby authorized to take any and all further action which they may
deem necessary or advisable in order to complete any such qualification,
registration or exemption therefrom and to maintain the same for as long as they
deem necessary or as required by law, and the specific wording of any resolution
required in connection therewith is hereby adopted and ratified with the same
force and effect as if set forth herein in full;
RESOLVED, that this Board hereby authorizes, approves and
ratifies the licensing or registration of the Company and the officers of the
Company as broker-dealers and/or agents or the exemption of the Company and its
officers from broker-dealer and agents licensing or registration under the
securities laws of those states in which licensing, registration or exemption
therefrom is required, and this Board hereby authorizes, approves and ratifies
the execution, acknowledgment, verification, delivery, filing and publication by
the officers of the Company of any and all documents and instruments required to
effect such licensing, registration or exemption therefrom, and the officers of
the Company are hereby authorized to take any and all further action which they
may deem necessary or advisable in order to complete any such licensing,
registration or exemption therefrom and to maintain the same for as long as they
deem necessary or as required by law, and the specific wording of any resolution
required in connection therewith is hereby adopted and ratified with the same
force and effect as if set forth herein in full;
RESOLVED, that the specific wording of the following uniform form
of corporate resolution is hereby adopted:
"RESOLVED, that it is desirable and in the best interest of this
Corporation that its securities be qualified or registered for sale in
various states; that the President or any Vice President and the
Secretary or any Assistant Secretary hereby are authorized to determine
the states in which appropriate action shall be taken to qualify or
register for sale all or such part of the securities of this Corporation
as said officers may deem advisable; that said officers are hereby
authorized to perform on behalf of this Corporation any and all such acts
as they may deem necessary or advisable in order to comply with the
applicable laws of any such states, and in connection therewith to
execute and file all requisite papers and documents including but not
limited to, applications, reports, surety bonds,
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irrevocable consents and appointments of attorneys for service of
process; and the execution by such officers of any such paper or document
or the doing by them of any act in connection with the foregoing matters
shall conclusively establish their authority therefor from this
Corporation and the approval and ratification by this Corporation of the
papers and documents so executed and the action so taken;"
RESOLVED, that the Company is authorized to pay all necessary and
reasonable fees and expenses incurred in connection with the registration under
the 1933 Act and applicable states of the Shares, including all registration and
"blue sky" fees and expenses, all fees and expenses of the Company's independent
accountants and attorneys incurred in connection therewith, and all fees and
expenses of the registrar and transfer agent of the Company with respect to such
Shares; and that the Chief Executive Officer or the Designees, or any of them,
be, and they each hereby are, authorized and directed, in the name and on behalf
of the Company, to make all payments as they shall determine to be necessary or
advisable, such necessity or advisability to be evidenced by such payment;
RESOLVED, that the officers of the Company be and they are hereby
authorized to execute all such further instruments and documents and to take all
such further action as they may deem necessary or appropriate in order to carry
out the above resolutions and the effect the actions contemplated thereby.
Dated: December 14, 2000
/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
