EXHIBIT 99.14
MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS
FOR DECEMBER 8, 1998
Equity Growth Systems, inc.
A publicly held Delaware corporation
Minutes of Special Meeting of Board of Directors
A special meeting of the Board of Directors for Equity Growth Systems, inc.
(the "Board" and the "Company," respectively), was held by telephone conference
on December 8, 1998, at 10:30 A.M., after provision of notice to all members by
telephone and facsimile transmission. A copy of such notice is appended hereto
as exhibit "A". All exhibits were provided to the participants by facsimile
transmission.
The following Directors were present at the telephone conference meeting
held on December 8, 1998: Mr. Scimeca, Mr. Joffe, Ms. Field, Mr. Chamberlin.
The following Directors were absent: Mr. Edward "Ted" Granville-Smith.
Unable to attend for health reasons.
The meeting was called for the following purposes:
1) Adopting, Ratifying, Confirming New By-Laws and Repealing old By-Laws,.
Wherefore, It appears by the records of the Corporation that confusion
exists as to the By- Laws presently in operation for the Company;
Wherefore, It appears that the former Sole Director of the Company, due to
illness, is unable clarify the confusion that exists with regard to the By-Laws
in operation;
Wherefore, it appears that the last By-Laws of record were those By-Laws
filed on Form 10- K for the fiscal year ending December 31, 1991, however the
directors have reason to believe that the By-laws have been since amended but
cannot be located;
Mr. Chamberlin was elected by the members participating to act as the
Chairman of the meeting and also acted as secretary, and after discussions and
due procedures, the Board (except for Mr. Granville Smith, who was medically
unable to attend) unanimously adopted the following resolutions:
1 Resolved, That the By-Laws attached herewith and dated December 8, 1998 are
hereby adopted, ratified, and confirmed. Furthermore all previous By-Laws,
amended or otherwise, are hereby repealed this date
Please Initial: Mr. Chamberlin: ___ Mr. Scimeca: ___ Mr. Joffe: ___
Ms. Field: ___
Having adopted the foregoing resolutions, upon motion duly made, seconded and
unanimously adopted, the Board meeting was terminated.
The foregoing, based on our best recollection and notes, constitute the
actions taken at such special meeting of the Board, and by our execution of
these minutes and initials on each page and under each resolution adopted, we do
so confirm, effective as of this ___th day of December, 1998.
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G. Richard Chamberlin
Chairman and Secretary of the Meeting
Director
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Charles J. Scimeca
Director
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Anthony Q. Joffe
Director
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Penny Field
Director
169
Exhibit "A" Copy of By-Laws dated December 8, 1998.
170