BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION OF
EAGLE ENVIRONMENTAL TECHNOLOGIES, LTD.
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ARTICLE I.
Offices
Section 1. PRINCIPAL OFFICE. The principal office for the
transaction of the business of the corporation is hereby fixed and located at 50
West Liberty Street, Suite 880, Reno, Nevada 89501, being the offices of Nevada
Agency and Trust Company. The Board of Directors is hereby granted full power
and authority to change said principal office from one location to another in
the State of Nevada.
Section 2. OTHER OFFICES. Branch or subordinate
offices may at any time be established by the Board of Directors at
any place or places where the corporation is qualified to do
business.
ARTICLE II.
Meetings of Shareholders
Section 1. MEETING PLACE. All annual meetings of shareholders
and all other meetings of shareholders shall be held either at the principal
office or at any other place within or without the State of Nevada which may be
designated either by the Board of Directors, pursuant to authority hereinafter
granted to said Board, or by the written consent of all shareholders entitled to
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vote thereat, given either before or after the meeting and filed with the
Secretary of the corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on the first day of 2nd Week of April each year, at
the hour of 10:00 o'clock a.m. of said day, commencing with the year 1996,
provided, however, that should said day fall upon a legal holiday, then any such
annual meeting of shareholders shall be held at the same time and place on the
next day thereafter ensuing which is not a legal holiday.
Written notice of each annual meeting signed by the President
or a Vice President, or the Secretary, or an Assistant Secretary, or by such
other person or persons as the directors shall designate, shall be given to each
shareholder entitled to vote thereat, either personally or by mail or other
means of written communication, charges prepaid, addressed to such shareholder
at his address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If a shareholder gives no address, notice
shall be deemed to have been given to him, if sent by mail or other means of
written communication addressed to the place where the principal office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each shareholder entitled thereto not less than ten
(10) nor more than sixty (60) days before each annual meeting, and shall specify
the place, the day and the hour of such meeting, and shall also state the
purpose or purposes for which the meeting is called.
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Section 3. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at any time
by the President or by the Board of Directors, or by one or more shareholders
holding not less than 10% of the voting power of the corporation. Except in
special cases where other express provision is made by statute, notice of such
special meetings shall be given in the same manner as for annual meetings of
shareholders. Notices of any special meeting shall specify in addition to the
place, day and hour of such meeting, the purpose or purposes for which the
meeting is called.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat,
but in the absence of a quorum, no other business may be transacted at any such
meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.
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Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled
to vote has been absent from any meeting of shareholders, whether annual or
special, an entry in the minutes to the effect that notice has been duly given
shall be conclusive and incontrovertible evidence that due notice of such
meeting was given to such shareholders, as required by law and the By-laws of
the corporation.
Section 6. VOTING. At all annual and special meetings of
stockholders entitled to vote thereat, every holder of stock issued to a bona
fide purchaser of the same, represented by the holders thereof, either in person
or by proxy in writing, shall have one (1) vote for each share of stock so held
and represented at such meetings, unless the Articles of Incorporation of the
corporation shall otherwise provide, in which event the voting rights, powers
and privileges prescribed in the said Articles of Incorporation shall prevail.
Voting for directors and, upon demand of any stockholder, upon any question at
any meeting shall be by ballot.
Section 7. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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Section 8. CONSENT OF ABSENTEES. The transactions of any
meeting of shareholders, either annual or special, however called and noticed,
shall be as valid as though a meeting had been duly held after regular call and
notice, if a quorum be present, either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to vote, not
present in person or by proxy, sign a written Waiver of Notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of this meeting.
Section 9. PROXIES. Every person entitled to vote or execute
consents shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the corporation; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless the shareholder executing it specifies therein the length
of time for which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
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ARTICLE III.
Directors and Directors' Meetings
Section 1. POWERS. Subject to the limitations of the Articles
of Incorporation or the By-laws, and the provisions of the Nevada Revised
Statutes as to action to be authorized or approved by the shareholders, and
subject to the duties of directors as prescribed by the By-laws, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be controlled by the Board of Directors.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the Directors shall have the following
powers, to wit:
First - To select and remove all the other officers,
agents and employees of the corporation, prescribe such powers and
duties for them as may not be inconsistent with law, with the Articles
of Incorporation or the By-laws, fix their compensation and require
from them security for faithful service.
Second - To conduct, manage and control the affairs
and business of the corporation, and to make such rules and regulations
therefor not inconsistent with law, with the Articles of Incorporation
or the By-laws, as they may deem best.
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Third - To change the principal office for the
transaction of the business of the corporation from one location to
another within the same county as provided in Article I, Section 1
hereof; to fix and locate from time to time one or more subsidiary
offices of the corporation within or without the State of Nevada, as
provided in Article I, Section 2 hereof; to designate any place within
or without the State of Nevada for the holding of any shareholders'
meeting or meetings; and to adopt, make and use a corporate seal, and
to prescribe the forms of certificates of stock, and to alter the form
of such seal and of such certificates from time to time, as in their
judgment they may deem best, provided such seal and such certificates
shall at all times comply with the provisions of law.
Fourth - To authorize the issuance of shares of stock
of the corporation from time to time, upon such terms as may be lawful,
in consideration of money paid, labor done or services actually
rendered, debts or securities cancelled, or tangible or intangible
property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated capital.
Fifth - To borrow money and incur indebtedness for
the purposes of the corporation, and to cause to be executed and
delivered therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations or other
evidences of debt and securities therefor.
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Sixth - To appoint an executive committee and other
committees and to delegate to the executive committee any of the powers
and authority of the Board in management of the business and affairs of
the corporation, except the power to declare dividends and to adopt,
amend or repeal By-laws. The executive committee shall be composed of
one or more Directors.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of directors of the corporation shall be not less than One (1)
and no more than fifteen (15).
Section 3. ELECTION AND TERM OF OFFICE. The Directors shall be
elected at each annual meeting of shareholders, but if any such annual meeting
is not held or the Directors are not elected thereat, the Directors may be
elected at any special meeting of shareholders. All Directors shall hold office
until their respective successors are elected.
Section 4. VACANCIES. Vacancies in the Board of Directors may
be filled by a majority of the remaining Directors, though less than a quorum,
or by a sole remaining Director, and each Director so elected shall hold office
until his successor is elected at an annual or a special meeting of the
shareholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any Director, or
if the authorized number of Directors be increased, or if the shareholders fail
at any annual or special meeting of shareholders, at which any Director of
Directors are elected, to elect the full authorized number of Directors to be
voted for at that meeting.
The shareholders may elect a Director or Directors at any time
to fill any vacancy or vacancies not filled by the Directors. If the Board of
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Directors accepts the resignation of a Director tendered to take effect at a
future time, the Board, or the shareholders, shall have the power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of Directors shall have
the effect of removing any Director prior to the expiration of his term of
office.
Section 5. PLACE OF MEETING. Regular meetings of the Board of
Directors shall be held at any place within or without the state which has been
designated from time to time by resolution of the Board or by written consent of
all members of the Board. In the absence of such designation, regular meetings
shall be held at the principal office of the corporation. Special meetings of
the Board may be held either at a place so designated, or at the principal
office.
Section 6. ORGANIZATIONAL MEETING. Immediately following each
annual meeting of shareholders, the Board of Directors shall hold a regular
meeting for the purpose of organization, election of officers and the
transaction of other business. Notice of such meeting is hereby dispensed with.
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Section 7. OTHER REGULAR MEETINGS. Other regular meetings of
the Board of Directors shall be held without call on the fourth Wednesday of
each month at the hour of 3:00 o'clock p.m. of said day; provided, however,
should said day fall upon a legal holiday, then said meeting shall be held at
the same time on the next day thereafter ensuing which is not a legal holiday.
Notice of all such regular meetings of the Board of Directors is hereby
dispensed with.
Section 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by the
President, or, if absent or unable or refuses to act, by any Vice President or
by any two (2) Directors.
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Written notice of the time and place of special meetings shall
be delivered personally to the Directors or sent to each Director by mail, or
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation, or if it is not
shown on such records or is not readily ascertainable, at the place in which
meetings of the Directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or other
appropriate mail or facsimile facility, or delivered to the telegraph company in
the place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, faxing, telegraphing or delivery as above provided shall be due, legal
and personal notice to such Director.
Section 9. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given to absent Directors, if
the time and place be fixed at the meeting adjourned.
Section 10. ENTRY OF NOTICE. Whenever any Director has been
absent from any special meeting of the Board of Directors, an entry in the
minutes to the effect that notice has bene duly given shall be conclusive and
incontrovertible evidence that due notice of such special meeting was given to
such Director, as required by law and the By-laws of the corporation.
Section 11. WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held, shall be
as valid as though a meeting had been duly held after regular call and notice,
if a quorum be present, and if, either before or after the meeting, each of the
Directors not present sign a written Waiver of Notice or a Consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 12. QUORUM. A majority of the authorized number of
Directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present at a meeting duly held at which a
quorum is present, shall be regarded as the act of the Board of Directors,
unless a greater number be required by law or by the Articles of Incorporation.
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Section 13. ADJOURNMENT. A quorum of the Directors may adjourn
any Directors' meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the Directors present at
any Directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Section 14. FEES AND COMPENSATION. Directors shall not receive
any stated salary for their services as Directors, but by resolution of the
Board, a fixed fee, with or without expenses of attendance, may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity as an
officer, agent, employee or otherwise, and receiving compensation therefor.
ARTICLE IV
Officers
Section 1. OFFICERS. The officers of the corporation shall be
a President, a Vice-President, a Secretary and a Treasurer. The corporation may
also have, at the discretion of the Board of Directors, a Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. Officers, other than President
and Chairman of the Board, need not be Directors. Any person may hold two (2) or
more offices.
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Section 2. ELECTION. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be qualified
and elected.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors
may appoint such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority and perform
such duties as are provided in the By-laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be
removed, either with or without cause, by a majority of the Directors at the
time in office, at any regular or special meeting of the Board. Any officer may
resign at any time by giving written notice to the Board of Directors or to the
President, or to the Secretary of the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
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Section 5. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in the By-laws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board,
if there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors, and exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of Directors or prescribed
by the By- laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of the Board, the
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. He shall
preside at all meetings of the shareholders and in the absence of the Chairman
of the Board, at all meetings of the Board of Directors. He shall be ex-officio
a member of all the standing committees, including the executive committee, if
any, and shall have the general powers and duties of management usually vested
in the office of President of a corporation, and shall have such other powers
and duties as may be prescribed by the Board of Directors or the By-laws.
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Section 8. VICE PRESIDENT. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President and when so acting
shall have all the powers of, and be subject to, all the restrictions upon the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the By-laws.
Section 9. SECRETARY. The Secretary shall keep, or cause to be
kept, a book of minutes at the principal office or such other place as the Board
of Directors may order, of all meetings of Directors and shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at shareholders' meetings
and the proceedings thereof.
The Secretary shall keep or cause to be kept, at the principal
office, a share register, or a duplicate share register, showing the names of
the shareholders and their addresses; the number and classes of shares held by
each; the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.
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The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
By-laws or by law to be given, and shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the By-laws.
Section 10.TREASURER. The Treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all times be open to inspection by any Director.
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The Treasurer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all
transactions as Treasurer and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or the By-laws.
ARTICLE V.
Miscellaneous
Section 1. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board
of Directors may fix a time, in the future, not exceeding fifteen (15) days
preceding the date of any meeting of shareholders, and not exceeding thirty (30)
days preceding the date fixed for the payment of any dividend or distribution,
or for the allotment of rights, or when any change or conversion or exchange of
shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any such allotment of rights,
or to exercise the rights in respect to any such change, conversion or exchange
of shares, and in such case, only shareholders of record on the date so fixed
shall be entitled to notice of and to vote at such meetings, or to receive such
dividend, distribution or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid. The Board of Directors may
close the books of the corporation against transfers of shares during the whole,
or any part of any such period.
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Section 2. INSPECTION OF CORPORATE RECORDS. The share register
or duplicate share register, the books of account and minutes of proceedings of
the shareholders and Directors shall be open to inspection upon the written
demand of any shareholder or the holder of a voting trust certificate, at any
reasonable time, and for the purpose reasonably related to his interests as a
shareholder, or as the holder of a voting trust certificate, and shall be
exhibited at any time when required by the demand of ten percent (10%) of the
shares represented at any shareholders' meeting. Such inspection may be made in
person or by an agent or attorney, and shall include the right to make extracts.
Demand of inspection other than at a shareholders' meeting shall be made in
writing upon the President, Secretary or Assistant Secretary of the corporation.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness, issued in
the name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board of Directors. Section 4. ANNUAL REPORT. The Board of
Directors of the corporation shall cause to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal or
calendar year an annual report.
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Section 5. CONTRACTS, ETC., HOW EXECUTED. The Board of
Directors, except as in the By-laws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contract, deed or lease
or execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances; and unless so
authorized by the Board of Directors, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit to render it liable for any purpose or to any amount.
Section 6.CERTIFICATES OF STOCK. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid up. All such certificates shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary, or be authenticated by facsimiles of the signature of the President
and Secretary or by a facsimile of the signature of the President and the
written signature of the Secretary or an Assistant Secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk.
Certificates for shares may be issued prior to full payment
under such restrictions and for such purposes as the Board of Directors or the
By-laws may provide; provided, however, that any such certificate so issued
prior to full payment shall state the amount remaining unpaid and the terms of
payment thereof.
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Section 7. REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS.
The President or any Vice President and the Secretary or Assistant Secretary of
this corporation are authorized to vote, represent and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly executed
by said officers.
Section 8. INSPECTION OF BY-LAWS. The corporation shall keep
in its principal office for the transaction of business the original or a copy
of the By-laws, as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
ARTICLE VI.
Amendments
Section 1. POWER OF SHAREHOLDERS. New By-laws may be
adopted or these By-laws may be amended or repealed by the vote of shareholders
entitled to exercise a majority of the voting power of the corporation or by the
written assent of such shareholders.
Section 2. POWER OF DIRECTORS. Subject to the right of the
shareholders as provided in Section 1 of this Article VI to adopt, amend or
repeal By-laws, By-laws other than a By-law or amendment thereof changing the
authorized number of Directors may be adopted, amended or repealed by the Board
of Directors.
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Section 3. ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF
MEETING. Any action required or permitted to be taken at a meeting of the Board
of Directors or of any committee thereof, may be taken without a meeting, if a
written consent thereto is signed by all the members of the Board or of such
committee. Such written consent shall be filed with the minutes of proceedings
of the Board or committee.
/s/ Judy Wilmot
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Judy Wilmot
Secretary
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