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s <br />RANDALL & BLAKE, INC. <br />Unanimous Consent in Lieu of <br />a Shareholders Meeting <br />The undersigned, being all of the shareholders (the "Shareholders") of Randall & Blake, <br />Inc., a Colorado corporation (the "Company"), pursuant to Section 7-107-104 of the Colorado <br />Business Corporation Act, hereby consent to the taking of the following action without a <br />meeting, effective as of the date specified below. <br />WHEREAS, the Shareholders of the Company wish to ratify the appointment of <br />the current members of the Company's Board of Directors; <br />NOW, THEREFORE, BE IT <br />RESOLVED, that the following persons be, and they hereby are appointed as, the <br />directors of the Company: <br />Richard Randall <br />Pam Randall <br />Jeff Kahler <br />Randy Maher <br />TDTodd Williams <br />L C Jeff Croll <br />Eric Reger <br />Jody Randall <br />IN WITNESS WHEREOF, the undersigned, being all of the Shareholders of the <br />Company, have hereunto set their hands on the dates set forth opposite their names below to be <br />effective as of August ZS, 1999. <br />Date: Y- 7- 77 <br />Date: 0/7 5-L(??' <br />Date: R '26 - <br />Date: a <br />Ric Randall <br />Todd Williams v <br />1 <br />do-48182