Solution Technology International Inc – ‘8-K’ for 1/29/99 – EX-99.B-1

As of:  Friday, 1/29/99   ·   For:  1/29/99   ·   Accession #:  1000285-99-1   ·   File #:  0-27842

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Changes in Management and CPA                         10     50K 
 2: EX-10.1     Yankee Consulting Agreement                           11     49K 
 3: EX-99.B-1   Minutes of Directors Meeting                           2     10K 

EX-99.B-1   —   Minutes of Directors Meeting

EX-99.B-1
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EXHIBIT  99.b-1Minutes of Directors Meeting electing new officers and           
directors, dated January 12, 1999                                               

Written Consent in Lieu                                                       
Of Special Meeting of Board of Directors                                        

     The  Undersigned,  being all of the  members of the board of  directors  of
Colmena Corp., a Delaware corporation (the "Corporation"), pursuant to authority
granted under Sections 141(f) or 228 of the Delaware  General  Corporation  Law,
and as permitted by the Corporation's constituent instruments,  hereby takes the
following action and adopts the following resolution:                           

WITNESSETH:                                                                     

     WHEREAS,  the Yankee  Companies,  Inc.  ("Yankees")  has,  pursuant  to the
performance  of its  duties  under its  current  consulting  agreement  with the
Corporation,  recommended  that the Corporation  fill the vacancy created by the
resignation  of  former  director  Leonard  Marshall  and  expand  its  board of
directors by electing  individuals with specialized  knowledge and experience in
areas that the Corporation  currently  requires,  to wit, auditing and financial
reporting, and, the telephone and communications industries; and                

     WHEREAS, in order to meet pressing corporate requirements,  Yankees has, on
an  expedited   basis,   located  two   individuals  to  immediately   join  the
Corporation's  Board of  Directors,  to wit,  Mrs.  Penny L. Adams Field and Mr.
Anthony Q.  Joffe,  for  purposes of  assisting  the  Corporation  to select new
auditors  within  its  current  ability  to pay  and  to  coordinate,  with  the
assistance  of G.  Richard  Chamberlin,  Esquire  and  Vanessa H.  Lindsey,  the
preparation  and filing of the  Corporation's  delayed report on Form 10-KSB for
the 1998 fiscal year, and the  development and  implementation  of new strategic
plans,  including  the  reorganization  of the  Corporation  through a series of
divestitures, consolidations and acquisitions:                                  

NOW THEREFORE                                                                   
BE IT RESOLVED:                                                                 

1.  That  the  following  persons  be and  they are  hereby  elected,  effective
immediately,  as officers and  directors of the  Corporation  to the offices set
forth opposite their names,  to serve in such  positions  until,  in the case of
officers, they are removed by this Corporation's Board of Directors; and, in the
case of directors,  until their  successors  shall have been duly elected by the
Corporation's stockholders and have qualified and assumed their officers; or, in
either case, until their  resignations  shall have been accepted by the Board of
Directors:                                                                      

Name                                    Position                                
Penny L. Adams Field                    Director, Audit Committee Chairperson   
Anthony Q. Joffe                        Director                                
Charles J. Champion, Jr.                Director, Audit Committee member        
G. Richard Chamberlin, Esquire          General Counsel                         
Vanessa H. Lindsey                      Secretary; and be it FURTHER            

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EX-99.B-1
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     RESOLVED,  that the  Corporation  offer  each of the  persons  elected,  as
compensation  in lieu of cash  salaries for the initial six months of service to
the Corporation (other than for extraordinary  services requiring more than five
hours per week in average time),  the  opportunity to subscribe for an aggregate
of 300,000  shares of the  Corporation's  common  stock at an exercise  price of
$0.05 per share for a period of twelve  months,  on the terms  reflected  in the
warrants  recently granted to Yankees,  except for those provisions set forth in
this resolution as to price and duration,  to be divided among them as set forth
below,  except  that any  unexercised  portion  shall  be  allocated  among  the
remaining individuals, pro rata:                                                

Name                                    Allocation                              
Penny L. Adams Field                    70,000 shares                           
Anthony Q. Joffe                        70,000 shares                           
Charles J. Champion, Jr.                70,000 shares                           
G. Richard Chamberlin, Esquire          70,000 shares                           
Vanessa H. Lindsey                      20,000 shares.                          

1. That all of the Corporation's  officers are hereby authorized,  empowered and
directed to take all  actions and incur all  reasonable  expenses  necessary  to
effect the foregoing.                                                           

     IN WITNESS  WHEREOF,  the  undersigned  has caused  this  instrument  to be
executed, effective as of the 12th day of January, 1999.                        

Colmena Corp.                                                                   
A Delaware Corporation                                                          

/s/ Richard C. Peplin, Jr.                                                      
----------------------------------------                                        
/s/ Richard C. Peplin, Jr.                                                      
Director                                                                        

/s/ Robert Gigliotti                                                            
-----------------------------------------                                       
/s/ Robert S. Gigliotti                                                         
Director                                                                        

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		1/29/99							None on these Dates
		1/12/99		1
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