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Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned, <br />being all of the Directors of Walker Ruby Mining Company, Inc., a Colorado corporation (the <br />"Corporation "), unanimously consent to and take the following actions without a meeting and <br />waive any notice required therefore: <br />Resignation and Appointment of Officer <br />The following preamble and resolutions are hereby adopted. <br />WHEREAS, the Board of Directors received the resignation of Bryan L. Walker as <br />President of the Corporation effective immediately; and <br />WHEREAS, as a result of the resignation of Bryan L. Walker there is presently a <br />vacancy for the office of President of the Corporation; and <br />WHEREAS, the Board believes that it would be in the best interest of the Corporation to <br />appoint David L. Walker as President of the Corporation. <br />{00338182.1} <br />NOW, THEREFORE, BE IT <br />UNANIMOUS WRITTEN CONSENT <br />OF THE BOARD OF DIRECTORS OF <br />WALKER RUBY MINING COMPANY, INC. <br />IN LIEU OF SPECIAL MEETING <br />June 1, 2007 <br />RESOLVED, that the Directors hereby accept the resignation of Bryan L. <br />Walker as President of the Corporation with gratitude for his service; and further <br />RESOLVED, that the Directors hereby appoint David L. Walker as President <br />of the Corporation to serve until the next annual meeting of the Directors or until his <br />respective successor is elected and shall qualify. <br />This Unanimous Written Consent of Directors and Shareholders in lieu of Special <br />Meeting ( "Consent ") is dated effective June 1, 2007, notwithstanding the actual date of signing. <br />This Consent may be executed in counterparts, each of which shall be deemed an original, but all <br />together of which shall constitute one and the same instrument. <br />