Document G672ZyXydN457VK9BJ2R67aOY

I MEMORANDUM TO: EftQMi HB: F ile s ? J. McLean. Paul W. Wood Company -. April 27, l$66 ' The corporation (Paul W. Wood Company) would proceed immediately to terminate its business relationships with all of its principals except ing United Sierra, the corporation's accounting would consist of billings on an accrual basis against United Sierra for sales agency services and/or processing fees. Disbursements would be for payrolls for one or two employees, rent, property taxes, etc. United Sierra would do all of its own billing, collections and accounting in their Trenton headquarters. The books of the corporation would take probably four hours a month to maintain, and this could be done in the Los Angeles CMC account ing office. This suggestion is made so that: . (1) No misunderstanding will arise resulting in the corporation's accounting being expanded unnecessarily, - (2) The Los Angeles CMC office's knowledge of the corporation's accounts would enable it to use the corporation for ocher transactions which might present themselves. The basis for the corporation's charging United Sierra could be on a percentage commission basis or on a cost-plus basis. The latter is recommended by P J K and S. T. Peeler approves. The arrangement between the corporation and. United Sierra should be reduced to a written agreement. - The corporation would not be liable for collection of accounts or the maintaining of inventories. By the time chat the corporation has liquidated its non-United Sierra business, it will probably have an operating loss carryover of at least $100,000. The corporation would be reported with United Sierra Division the same as in the past. Therefore, United Sierra Division would get the benefit of the operating loss when the corporation earns income up to that amount. Unless otherwise discussed and decided to the contrary, the $340,000 carrying value of the stock would be included in the United Sierra investment. . EXHIBIT CAM-224 CAMC-Logiudice-001185 * 2 " . There would be no need foe the corporation to have invoice forms of its own because all of the invoicing would be done by United Sierra Division- Letterheads and calling cards bearing the corporation's name would be in order, however, so that the corporation can be a genuine sales agent and/or processor. I desirable, the name of the corporation can be changed. It is not necessary that the present warehouse or office be maintained any more than they would be if the corporation did not exist. ' The officers and directors of Che corporation could be whomever United Sierra and Los Angeles management wishes, except that it would be helpful if one or more of the Los Angeles top management were officers to facilitate signing of income tax returns. . Over the years, the profit made by the corporation on Che United Sierra business should absorb the present deficit and build up the net worth. There nay be opportunities as years go by for other income pro ducing ventures to be put into the corporation. A suggestion has already been made by Bill Hosken to put the Torreat Cox land in the corporation. TJM;ms P. J. McLean CAMC-Logiudice-001186 "I-* s:2 ' -CERTIFICATE OF ELECTION TO WIND UP AND DISSC^'N DO RS E n PAUL W. WOOD COMPANY ****** . P. J. McLean and W. H. Cann certify: SEP 61978 AttRM F0H6 EU, Secretary of SlaIo PhyllisE.Bioggi ` Deputy 1. .That they are the vice president and secretary of .PAUL W. WOOD COMPANY,a California Corporation. 2. That said corporation has'elected to wind up and dissolve. . 3. That said election was made by the written consent of one hundred (100) shares of said corporation, and that said election v?as made by shareholders representing at least 50 percent of the voting power. . IN WITNESS WHEREOF, the undersigned have executed this certificate .this ay of September, 1978. (/ J, .. P. sL.^McLean, Vice-President ^____ p t y ' r fa. il. Cann, Secretary " Each of the undersigned declares under penalty of perjury that .the statements contained in the foregoing certificate are true of their own knowledge. Executed at Los Angeles, California on September W'', 1978. ean, Vice-President ?* H Cann, Secretary CAMC-Logiudice-001187 OFFICE OF THE SECRETARY OF STATE I, MARCH FONG EU,' Secretary of State of the State of California, hereby certify: .. .;"' annexed transcript has been compared with the record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, J jB&eciite this certificate and affix the Great Seal of the State of California this ___ SEP - 61978___________ Secretary o f State A CAMC-Logiudice-001188 TIFICATE OP DISSOLUTION' C ^N D O t. u RSE FILED . PAUL W. WOOD COMPANY ,AlU<f stMomS *"** - ******** ,- . W. H. Cann and P. j. McLean certify: SEP S ^978 MARCH FONG EU. S e cre te * of - t e e phyllis E. Biaggi .. Qepv^ . 1 That they constitute a majority of the directors in office of PAUL W. WOOD COMPANY, a California corporation. 2. That said corporation has been completely wound up. 3. That adequate provision for the payment of unpaid debts.' and liabilities has been made in that CYPRUS JUNES CORPORATION, a corporation, whose address is 555 S. Flower St. r Los Angeles, CA 90071, has assumed payment of all known debts and liabilities of PAUL W. WOOD COMPANY. 4. That said corporation's known assets have been distributed to the shareholders. ' 5. That said corporation is dissolved. IN WITNESS WHAREOF, the undersigned have executed this certificate this S'*/day of September, 19 7G. . (A majority of the Directors in Office) Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Los Angeles, California on September 1978. ajority of the Directors in office) CAMC-Logiudice-001189 CONSENT TO WINDING UP AND DISSOLUTION OF PAUL W. WOOD COMPANY ' The undersigned, being the sole shareholder of PAUL W. WOOD COMPANY, a corporation organized and existing under the laws of California, representing 100% of the voting power of said corporation, and being the owner of the number of shares set opposite its name below, DOES HEREBY CONSENT in writing to the winding up of its affairs and the dissolution of,said corporation. . The undersigned does hereby direct the officers and directors of said corporation to take such further action as may be necessary or proper to wind up the affairs of said corporation and-to dissolve it. NUMBER OF SHARES .100 DATED:. August 25, 1978