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CERTIFICATE OF RESOLUTION OF MANAGING MEMBER <br />AUTHORIZING PERSONS AND GRANTING POWER OF ATTORNEY <br />1, Rick Wilson, Managing Member of Ouray 79 Mining, LLC (the "Managing Member "), the sole and <br />Managing Member of Ouray 79 Mining, LLC (the "Company ") a limited liability company organized and <br />existing under the laws of the State of Texas and having its principal place of business at 13020 FM 1641, <br />Kaufman County, City of Forney, Texas 75126, hereby certifies that the following is a true and correct <br />recital of a resolution adopted by the Managing Member of the Company at a meeting convened and held <br />on May 15, 2013, at which a quorum was present and voting throughout and that such resolution is now <br />in full force and effect and is in accordance with the provisions of the regulations of the Company. <br />RESOLVED: That the Managing Member of the Company authorizes the persons identified <br />herein, jointly and severally, to execute any and all documents on behalf of the Company that <br />they, in their individual discretion, deem advisable in connection with applications and other <br />documents by and between the Company and governmental agencies, including, without <br />limitation, the State of Colorado Department of Natural Resources Division of Reclamation, <br />Mining and Safety, the United States Forest Service, Ltd., the Ouray Board of County <br />Commissioners and /or third parties for prospecting activities on real property leased by the <br />Company, which real property is located in Ouray County, CO, and is commonly referred to as <br />1995 Gold Mountain Trail, Ouray, CO 81427. <br />RESOLVED FURTHER: That Rick L. Wilson is, and has been since the formation of the <br />Company, the Managing Member of the Company and that he is granted power -of- attorney to act <br />as its attorney -in -fact and to contractually bind the Company and to execute all documents on <br />behalf of the Company, and that the Managing Member is hereby authorized and directed to <br />certify to any interested party that this resolution has been duly adopted, is in full force and <br />effect, and is in accordance with the provisions of the Company's regulations. <br />RESOLVED FURTHER: That John M. Clement is, and has been since the formation of the <br />Company, the Executive Vice President and General Counsel of the Company, and that he is <br />granted power -of- attorney to act as its attorney -in -fact and to contractually bind the Company <br />and to execute all documents on behalf of the Company. <br />I further certify that this Company is duly organized and existing, and has the power to take the <br />action called for by the foregoing resolutions. <br />Rick L. Wilson, Man g nia g Member Date <br />Before me, the undersigned notary public, appeared Rick L. Wilson, a person known to me, who, <br />after being duly sworn and upon his oath, stated that he is duly authorized to sign this statement <br />and that the statements herein are true and correct and within his personal knowledge. Witness <br />my hand and seal this day of May, 2013. <br />CHRISTINE M. DAVIS <br />*1 MY COMMISSION EXPIRES <br />*{ State of Texas <br />Mamh4 2017 NOTARY PUBLIC in and for the <br />'" <br />