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SUN COAL COMPANY, INC. <br />CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING <br />JANUARY 1, 1994 <br />The undersigned, being all the Directors of Sun Coal Company, Inc. <br />(the Corporation), and acting pursuant to Section 7-4-122 of the Colorado <br />Revised Statutes in lieu of holding a special meeting, hereby agree to the <br />adoption of the following resolution as of the above date: <br />RESOLVED that Stanley C. Suboleski is <br />hereby elected President of the Corporation, <br />replacing Paul S. Barbery, effective January 1, <br />1994, to serve until the next Annual Meeting <br />of the Board of Directors and until his successor <br />is elected. <br />Charles G. Snavely <br />Ben ett K, Hatfield <br />Stanley ~ oleski <br />,~ <br />