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' <br />EXHIBIT "1" <br />OXBOW CARBON & MINERALS, INC. <br />Unanimous Consent in Lieu <br />of a Special Meeting of We Board of Directors <br />Effective as of September 9, 1996 <br />The undersigned, being all of the directors of OXBOW CARBON & MINERALS, INC., (the <br />"Corporation"), organized and existing under and by virtue oC the laws of the State of Delaware, do hereby <br />coruent, pursuant to the applicable laws of said state, to the adoption of the following resolutions with the same <br />force and effect as if duly adopted at a special meeting held for that purpose: <br />RESOLVED, that in connection with the transfer of the Sanborn Creek Mine mining permit <br />from the Corporation's former Pacific Basin Resources Division to the Corporation, the <br />Corporation hereby authorizes (or ratifies, as the case may be) the execution by Brian Acton <br />("Acton', President of the Corporntion of certain documentation relating to the Corporntion's <br />reclamation bonds which documentation is identified as follows: <br />Letter of Credit No. A0279 $37,000 <br />CD No. 000597002 96,000 <br />CD No. 620775001 (f/k/a 601629001) 6,000 <br />Treasury Note CUSIP No. 912827L42 351,963 <br />Treasury Note CUSIP No. 912827L42 10,464 <br />Treasury Note CUSP No. 912827L42 13,318 <br />Treasury Note CUSIP No. 912827P48 10,000 <br />and it is <br />FURTHER RESOLVED, that Acton be and hereby is authorized, empowered and directed to <br />take such other actions, and execute and deliver such other notices, letters, certificates, <br />documents, agreements, papers or instruments as he may be deem necessary, desirable or <br />appropriate to carry out and complete the transfer set forth above. <br />~~~~` <br />William I. Koch, Di/,rector <br />~~ / <br />B lard H. Cherry, Director <br />Hans H. FleskesrDirector <br />arty. Acton, Dir r <br />P. Callahan, Director <br />Zachary pley, Direc r <br />