BALTIMORE +-6655

DAVID WALDMAN

ATTORNEY AT LAW

707 WALTOWER BUILDING

KANSAS CITY 6, MISSOURI

Page 4

a fully executed lease is made. It must be borne in mind that the letter of intent was recognized as conditioned on the ability of the corporation to provide an off-street parking facility and the corporation was not in a position to comply with this requirement until recently. The parties have acted in good faith and I believe with full disclosures; furthermore, it has recognized its responsibilities and has acted in furtherance of the ultimate accomplishement to complete the remodeling by January 1, 1960.

The end we both seek is the providing of the premises in accordance with the plans and specifications provided by G.S.A. I respectfully submit that all problems can easily be resolved by dating the lease as of the date G.S.A. executes the same.

Exhibit 30--First meeting of the stockholders of Third Recon Corporation, September 8, 1959

The first meeting of the stockholders of Third Recon rporation, a Missouri corporation, was held on September 8, at 10:00 at the régistered office of the corporation, Troost, Kansas City, Missouri, pursuant to waiver of notice duly signed by all of the incorporators and stockholders of the ourporation, said vaivar having been ordered filed with the minutes of the meeting.

The following were present' in person, being all of the stockholders and/or incorporatora af said corporation, and a quorum for the trángaction of business:

W. D. Ray

Ralph W. Rice, Jr.
Hasel Rice

Roy J. Richie

W. D. Ray presided as temporary chairman and at his request, Roy J. Richie served a temporary secretary and recorded the

minutes of the meeting.

The chairman advised that the stockholders had duly authorised the incorporation and that a certificate of incorporation had been duly obtained from the Secretary of State of the State of Missouri wider date of September 4, 1959, the corporation being Missouri corporation No. 96438, and that it had been recorded pursuant to law and that upon receipt of the Certificate of Authority to Commence Business, the corporation would be a functioning organization.

The proposed By-Laws were then presented to the stockholders duly assembled and were read by the Chairman and discussed in detail by the stockholders. Thereupon, upon motion duly made, seconded and unanimously adopted, it was

RESOLVED, That the By-Laws of Third Recon Corporation as presented and read to this meeting be; and they hereby are, in all things confirmed and approved and declared to be the By-Laws of the corporation and are ordered filed with the minutes of this meeting.

The meeting then discussed the election of directors for the ensuing year, and following said discussion, the following were unanimously elected to sèrve as directors of the corporation for the ensuing year or until their successors should be duly elected and qualified:

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First stockholder Meeti Third Recon Corporation 9-8-59

W. D. Ray

Ralph W. Rice, Jr.

Roy J. Richie

It was then brought to the attention of the stockholders that the certificates representing the capital stock of the corporation had not yet been issued. It was called to the attention of the stockholders that the authorised stock of the company was 600 shares of common stock of par value of $50.00 per share and that 10 shares of stock had been duly subscribed by the incorporators for which the sum of $500.00 in cash had been duly paid in, but that the stock was still unissued. Thereupon, it was, upon motion duly made, seconded and unanimously adopted:

RESOLVED, That the Board of Directors of this corporation be,
and they hereby are, authorized in the discretion of the
Board of Directors to issue the shares of the capital stock
of the corporation to the full amount of the number of shares
authorized by the Articles of Incorporation, in such amounts
and for such consideration, as the Board should from time to
time determine, and as may be permitted by law and the By-LawB
of the company,' and

FURTHER RESOLVED, That the Board of Directors be, and it
hereby is, authorised to issue the stock certificates
heretofore subscribed by the incorporators.

The Chairman then stated that difficulty had been encountered in obtaining the approval from the Secretary of Stata permitting the incorporators to use Third Recon Corporation as a corporate name that the formation of this corporation had been unduly delayed; that on behalf of the corporation W. D. Ray and Ralph W. Rice, Jr. negotiated an agreement for the lease with option to purchase the building located at 2420 Broadway, Kansas City, Missouri from the Foremost Food & Chemical Company. The parties to this agreement, recognizing that time was of the essence, provided that this agreement was to be assigned to this corporation when formed. This agreement was entered into with the understanding between the incorporators that the lease with option to purchase would be assigned to Third Recon Corporation. The Chairman further stated that with the knowledge and consent of the incorporators and stockholders a lease was negotiated with the General Services Administration in the name of the corporation. Thereupon the Chairman read the primary agreement, with Foremost Food & Chemical Company and the letter of intent submitted by General Services Administration. Upon motion duly made, seconded and unanimously adopted, it was

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RESOLVED, that the acts of W. D. Ray and Ralph W. Rice, Jr.
in connection with the leasing of the premises at 2420
Broadway, Kansas City, Missouri from Foremost, Food & Chemical.
Company and the subleasing of said premises to General Ser-
vices Administration be duly ratified and adopted as acts of

the corporation and

FURTHER RESOLVED, that such papers, instruments and documents
as may be necessary to carry this resolution into force and
effect be executed as required.

The Chairman then stated that in order to make the premises meet the requirements of the General Services Administration, it would be necessary to remodel and rehabilitate the premises. In addition to the premises it would be necessary to provide

elevated parking area adjacent to the leased premises and therefor a lease would have to be negotiated with the Board of Park Commissioner of Kansas City, Missouri. Upon motion duly made, seconded and unanimously adopted, it was

RESOLVED, that the Board of Directors be authorised to
borrow such sums of money as may be in their opinion
necessary to rehabilitate and remodel the premises,
well as provide parking facilities, as outlined by the
Chairman, and that the Board of Directors be authorised
to execute such instruments, notes and mortgages as mây
be necessary to carry out the purposes above outlined.
FURTHER RESOLVED, that the corporation negotiate a lease
with the Board of Park Commissioners of Kansas City,
Missouri to enable the corporation to create the parking
facility necessary for use in connection with the leased
building.

Upon motion duly made, seconded and unanimously carried the acts of the incorporators in connection with the incorporation were duly adopted and ratified as acts of the corporation.

It was moved, seconded and unanimously voted that the opsts incurred by way of incorporation fees, attorneys fees and all other matters incident to the organization of the company, be paid out of corporate funds.

There being no further business to come before the meeting, it was, upon motion duly made, seconded and unanimously carried, adjourned.

Exhibit 31--Memorandum from Regional Counsel, General Services Admin-
istration, Kansas City, Mo., to Chief, Acquisition Branch,
November 6, 1959.

SUBJECT: Sub-Lease GS-06B-5599, dated August 14, 1959

This refers to Sub-Lease GS-06B-5599 formally submitted for
approval of this office for form and legal sufficinecy.

Said Sub-Lease is returned without our approval for legal

sufficiency together with supporting files for the following reasons:

1. It is noted that as to form the boxes under Pro-
vision 19, Sheet 2 a, have not been filled in;

2.

3.

At the date of the Sub-Lease, August 14, 1959, the
purported Lessor was not a legal corporation author-
ized to do business under the laws of the State of
Missouri. It was not incorporated until September
4, 1959. It was not authorized to do business in
the State of Missouri until September 14, 1959;

On August 14 the Third Recon Corporation had no real
estate interest in the premises covered by said lease
agreement. The Corporation did not obtain any interest
in the property until after it became a legal entity and
received an assignment dated October 20, 1959 from W. D.
Ray and Ralph W. Rice, Jr., individuals, of their interest
as Lessees under a Building Lease dated October 7, 1959
on the property with the owner of record, Foremost Food
and Chemical Company as Lessor. Prior to October 7,
W. D. Ray and Ralph W. Rice, Jr., as individuals, held
a 90-day Option to Lease the property, dated April 17,
1959, which was extended by letter from Foremost Dairies,
Inc., (not Foremost Food and Chemical Co.) from August
6, 1959 until September 7, 1959.

If W. D. Ray and Ralph W. Rice, Jr., individuals, had
been acting solely for the benefit of the Third Recon
Corporation in their dealings with Foremost Food and
Chemical Company, as claimed, the exercise of the
Option to Lease and the building lease of October 7,
1959, should have been in the name of the Third Recon
Corporation which was in existence at that date.