EX-99.1 2 ingen_8kex99-1.txt BOARD RESOLUTION 2007.12 EX. 99.1 INGEN TECHNOLOGIES, INC. DIRECTORS' RESOLUTION 2007.12 BE IT KNOWN THAT, on the 25th day of October, 2007, at a duly constituted special meeting of the Directors of Ingen Technologies, Inc., the following resolution was voted and approved upon motion duly made and seconded: Authority is granted for the company's transfer agent to issue a restricted Class A Preferred Stock certificate in the amount of 8,333,333 million shares to Chairman & CEO Scott R. Sand. This stock is issued in exchange for the retirement of $200,000 in debt owed by the company to Mr. Sand. Even after approval of this resolution, as of the fiscal quarter ending August 31, 2007, $47,697.61 remains in unpaid executive compensation to Mr. Sand. The 10,000,000 share calculation is at 75% of the market price for the unrestricted common shares of the company, selling for $0.032 per share on October 24, 2007. 75% of $0.032 is $0.024. $200,000 divided by $0.024 = 8,333,333 shares. CERTIFICATION BY SECRETARY I am the Secretary of Ingen Technologies, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Ingen Technologies, Inc. on October 25, 2007 in accordance with the provisions of our Bylaws. IN WITNESS WHEREOF, I have this 25th day of October, 2007 subscribed my name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists). ________________________________________ Secretary of Corporation (WAIVER OF NOTICE ON PAGE 2) WAIVER OF NOTICE (2007.12) The undersigned Directors of Ingen Technologies, Inc. hereby waive notice of the special Directors' meeting held on October 25, 2007. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts. ________abstained________________ ______________________________ Scott R. Sand Curt Miedema _______________________________ ______________________________ Chris Wirth Yong Sin Khoo _______________________________ ______________________________ Stephen O'Hara John Finazzo