RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF CORVALLIS, INC.
The undersigned, constituting the duly elected members of the Board of
Directors of Corvallis, Inc. a Nevada corporation (the "Corporation"), hereby
adopt the following resolutions by written consent as authorized pursuant to
Section 78.315 of the Nevada Revised Statutes:
Whereas the Board of Directors of the Corporation desires to increase
the authorized number of members that may serve on the Board of Directors of
the of the Corporation;
NOW THEREFORE, BE IT
RESOLVED, that the Board of Directors of the Corporation hereby
approve to increase the authorized number of members that may serve on the
Board of Directors of the Corporation and that Section 3.2 of the
Corporation's Bylaws shall be deleted in its entirety and substitute in its
place the following:
3.2 Number, Tenure and Qualification of Directions.
The authorized number of directors shall be up to seven (7);
provided, however, that if the corporation has less than seven
shareholders entitled to vote for the election of directors,
the board of directors may consist of a number of individuals
equal to or greater than the number of those shareholders.
The current number of directors shall be within the limit
specified above, as determined (or as amended from time to
time) by a resolution adopted by either the shareholders or
the directors. Each director shall hold office until the next
annual meeting of shareholders or until the director's earlier
death, resignation, or removal. However, if his term expires,
he shall continue to serve until his successor shall have been
elected and qualified, or until there is a decrease in the
number of directors. Directors do not need to be residents
of Nevada or shareholders of the corporation.
FURTHER RESOLVED, that the Secretary is directed to cause this
resolution to be inserted in the minute book immediately following the
Corporation's Bylaws; and
FURTHER RESOLVED, that the proper officers of the Corporation be,
and they hereby are, authorized and directed to do all other acts and to
execute and deliver all documents as may be required, necessary or appropriate
in the opinion of legal counsel, to carry out the intent of these resolutions.
DATED this 20th day of October, 2000.
/s/ Whitney O. Cluff
_________________________________
WHITNEY O. CLUFF
/s/ John G. Papanikolas
_________________________________
JOHN G. PAPANIKOLAS
