The Shareholders of the Political Film Society held a meeting at the time, on the day and at the place set forth hereinbelow:

TIME: 6 p.m.
DATE: February 13, 1999
PLACE: 8481 Allenwood Road, Los Angeles, CA 90046.

Present at said meeting were the following persons:
Michael Haas, Member of the Board of Directors, Member of the Political Film Society, and sole Stockholder, conducted the meeting as Chair.

The Chair noted that an original Stockholder, Stanley Mark Castillo, was not present because he died on November 6, 1998. In accordance with Article II, Section 6, of the By-Laws, the sole remaining Director, Michael Haas, appointed Eric J. Dacumos to the Board as Temporary Secretary to serve until the next meeting of Stockholders. As sole legal heir, Michael Haas inherited the share of Political Film Society stock held by Stanley Mark Castillo and now retains all ten shares. Michael Haas thus became successor to Stanley Mark Castillo as the Chief Financial Officer of the Society, as upon Stanley Mark Castillo’s death, Michael Haas became the only person authorized to pay expenses of or obligate the corporation financially.

The Chair accepted the minutes of the Organizational Meeting of August 4, 1998, with one amendment. The document indicated as “Rules of Procedure” should be so labeled but was incorrectly titled “By-Laws.” The correction was so ordered.

As Chief Financial Officer, Michael Haas submitted a financial report for the Political Film Society for 1998; the report is appended to these minutes.

In order to ensure that the corporation qualifies for tax-exempt status and has workable By-Laws, the By-Laws were amended, as follows:
1. Article II, Section 4: new sentence at the end: “Only Shareholders are qualified to be elected members of the Board. Temporary members of the Board, however, may be appointed from members of the Political Film Society in good standing.”
2. Article II, Section 10: fill in blanks, as follows: “Time of Regular Meeting: 7 p.m.” and “Date of Regular Meeting: February 1.”
3. Article IV, Section 2: fill in blanks, as follows: “Time of Regular Meeting: 6 p.m.” and “Date of Regular Meeting: February 1.”
4. Article X, Section 6 (new): "TAX-EXEMPTION. The Political Film Society will operate at all times as a nonpolitical organization, that is, it will not engage in lobbying and it will not endorse candidates or positions on public questions."
5. Article X, Section 7 (new): "DISSOLUTION. In the event that the Political Film Society is dissolved, all assets will be transferred to the Directors Guild of America, Los Angeles, California."

There being no further business, the meeting was adjourned.