Published on October 4, 2007
EXHIBIT
B
CryoPort
Inc.
MINUTES
OF SPECIAL MEETING
OF
BOARD
OF DIRECTORS
A
special
meeting of the Board of Directors of this corporation was held telephonically
on
September 14, 2007 at 11:00 p.m. pursuant to a notice of that meeting.
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Directors
present:
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Peter
Berry, Adam Michelin, Steve Scott and Gary Cannon.
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Directors
absent:
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Thomas
Fischer
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Others
present:
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None
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Peter
Berry, Chairman, acted as chairman of the meeting, and Gary Cannon acted as
secretary and recorded the minutes. The chairman confirmed that a quorum of
directors were present.
The
minutes of the previous meeting were approved without reading.
The
Chairman provided an agenda for the meeting, and the following matters were
discussed and acted upon at this meeting:
1.
Amendment
and Restatement of Articles of Incorporation.
The
Chairman told the Board, he had been advised by General Counsel for the need
to
Amend and Restate the Articles of Incorporation to clean up the Articles as
the
Company is now an OTCBB listed company. He stated there was a need to increase
the authorized number of directors in order to get more outside or independent
directors. The Chairman said this would help the Company with its contemplated
growth, and help maintain compliance with Sarbanes-Oxley. He also told the
Board
there was a need to increase the number of authorized shares for current and
potential fund raising, new top management hires, and future bonus for the
Board
and employees. The number of directors was discussed and the Board settled
on
nine on the advice of General Counsel. Discussion was then had on what the
increase in the number of authorized shares should be. After reviewing the
number of fully diluted shares, the potential need for capital financing, as
well as the other needs discussed, the board settled on 125,000,000 authorized
shares, an increase of 25,000,000 shares over the currently authorized
100,000,000 shares. After discussion and upon motion duly made, seconded, and
unanimously carried, it was
RESOLVED:
The
Board authorizes and instructs the Company General Counsel, Gary Cannon, to
draft an Amended and Restated Articles of Incorporation, and to include in
the
draft an increase in the number of seats on the Board to nine (9) and an
increase in the number of authorized shares to 125,000,000.
2. Proxy
Statement and Shareholders Meeting.
The
General Counsel explained that a Proxy Statement would have to be prepared
and a
meeting of the shareholders held. It was then discussed what the Date of Record
should be. Gary Cannon explained that the Bylaws of the Company state
that
the
Date of Record can not be more than 70 days prior to the shareholder meeting.
It
was decided fix the Date of record as September 19, 2007, the day following
this
Board meeting. After discussion and upon motion duly made, seconded, and
unanimously carried, it was
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RESOLVED:
The
Board authorizes Company management to prepare a proxy statement and to hold
a
shareholders meeting for the sole purpose of obtaining shareholder approval
of
the Amended and Restated Articles of Incorporation.
FURTHER
RESOLVED:
The
Board instructs management to schedule a shareholders meeting as soon as legally
possible.
FURTHER
RESOVLED:
The
Board instructs the Secretary of the Company to fix the Date of Record as
September 19, 2007 for the purpose of determining shareholders entitled to
notice of or to vote at the special shareholders meeting.
There
being no further business to come before the meeting, the same was, on motion
duly made, adjourned at 11:50 A.M.
DATED:
September 14, 2007
ATTEST:
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