A Special Meeting of the Members of the Foundation was held telephonically on February 26, 2002 beginning at 11:30 a.m. EST. The following Members were present:

Upon motion duly made and seconded, and unanimously passed, Scott Thompson was elected Chairman and Byron Shindler was elected Secretary of the meeting.

The Chairman stated that as provided under the Bylaws of the Foundation, this meeting was properly noticed and called and a quorum was reached. The Chairman next stated that the purpose of this meeting was primarily to elect a new Secretary/Treasurer in order to carry out the business of the Foundation since the current Secretary/Treasurer has not been as responsive as needed. Thomas Byrum was elected in October 2002 to that office. Although an effort was made to contact Thomas Byrum prior to this meeting, he was nevertheless absent. President, Dean Lesiak and Ted Kemp were notified of the meeting, concurred with the following actions, expressed their desire to attend but were unavoidably detained and could not attend the meeting.

The Chairman recognized that this meeting of the members of the Foundation could be called by any member in good standing who makes a contribution to the Psi Chapter Diamond Association in the preceding year. It was therefore acknowledged by all in attendance that they are considered Foundation members in good standing and entitled to vote.

The Chairman recognized Art Bertol in his nomination of Scott Thompson to the office of Secretary/Treasurer of the Foundation. David Butz duly seconded the motion. There being no other nominations, the motion carries as all are in favor. Whereupon, Scott Thompson accepted the election with the understanding that a near term election may be required if the Foundation members decide to make other organizational changes to the Foundation.

[Deno Emili joined the meeting at this point, was briefed, and ratified the election of Scott Thompson by casting his vote in favor of the motion].

Upon motion duly made and seconded, and unanimously carried, the meeting was then adjourned at 12:00 p.m. EST.




Byron T. Shindler, Secretary of the Meeting