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ACTION BY WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF ELAM CONSTRUCTION, INC. (a Colorado corporation) September 15, 2011 The undersigned, being the members of the Board of Directors (the "Board ") of Elam Construction, Inc., a Colorado corporation (the "Company "), hereby adopts the following resolutions by written consent in lieu of a meeting pursuant to the provisions of the Colorado Business Company Act (the "Act ") and the restated bylaws (the "Bylaws ") of the Company. REMOVAL OF OFFICER WHEREAS, pursuant to Section 4.3 of the Bylaws, the Board deems it in the best interest of the Company to remove Stephen Kaspar as President of the Company. NOW, THEREFORE, BE IT RESOLVED, that Stephen Kaspar is removed from the office of President of the Company. ELECTION OF OFFICERS WHEREAS, pursuant to Article IV of the Bylaws, the Board deems it in the best interest of the Company to nominate and elect Todd Bauer as President, Chad Saunders as Assistant Secretary and Charles Woodcock as Assistant Secretary of the Company. NOW, THEREFORE, BE IT RESOLVED, that the following persons be, and they hereby are, appointed to the indicated offices of the Company set forth below, to serve until such persons resign or are terminated or replaced by a duly authorized action of the Board: GENERAL Name Todd Bauer Chad Saunders Charles Woodcock Title President Assistant Secretary Assistant Secretary RESOLVED FURTHER, that any specific resolutions that may be required to have been adopted by the Board in connection with the actions contemplated by the foregoing resolutions be, and they hereby are, adopted, and the directors of the Company be, and each of them acting alone hereby is, authorized to certify as to the adoption of any and all such resolutions and attach such resolutions hereto;