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<br />EXHIBIT "C" <br /> <br />MINUTES OF THE FIRST MEETING OF THE BOARD OF TRUSTEES <br /> <br />OF S.E.M. CORPORATION, <br /> <br />A 'I'EXAS NON-PROFI'f CORPORATION <br /> <br />Time and Place <br /> <br />1. The following are the minutes of the first <br />the Board of Trustees of S.E.M. CORPORATION, a Texas <br />corporation, held at <br /> <br />meeting of <br />non-profit <br />, Texas, on <br />.M., said <br />of the incorporators <br /> <br />,19 at <br />meeting having been held on the call-of all <br />named in the Articles of Incorporation. <br /> <br />Authority to Act <br /> <br />2. Present at this meeting were John J. Schulz, Robert <br />Northcutt, Barnett Baker, <br /> <br />, <br />, a~ <br />are the persons named as initial <br />in its Articles of Incorporation filed <br />State on September 23, 1986. <br /> <br />, who <br />Trustees of the corporation <br />with the Texas Secretary of <br /> <br />These Trustees are all of the Trustees authorized by and <br />named in the Articles of Incorporation. <br /> <br />Chairman and Secretary <br /> <br />3. On motion duly made, was elected <br />to act as Chairman of the meeting and was <br />elected to act as Secretary of the meeting. Both parties accepted <br />the election and acted in their respective capacities. <br /> <br />Bylaws <br /> <br />4. A document consisting of eleven (11) pages entitled <br />"Bylaws of S.B.M. CORPORA~ION" was then presented to and <br />considered by the meeting. After a review of such bylaws and a <br />discussion of particular parts thereof, on motion duly made and <br />seconded, it was unanimously: <br /> <br />RESOLVED, that the bylaws presented to and <br />considered at this meeting are adopted as the <br />bylaws of this corporation and the Secretary <br />