WRITTEN CONSENT TO ACTION WITHOUT MEETING
OF CENTURY LABORATORIES, INC.
BOARD OF DIRECTORS' RESOLUTION ACCEPTING OFFICERS' RESIGNATIONS AND APPOINTING
NEW OFFICERS
Pursuant to Article 2 section 7 of the Bylaws and DCA 8-14l (f), (i) the
following action is taken and approved by the Board of Directors of CENTURY
LABORATORIES, INC. by unanimous written consent as if a meeting had been
properly called and held and all the directors were present at the meeting and
voted in favor of such action.
RESOLVED, that the Board of Directors of CENTURY LABORATORIES, INC. does hereby
accept EDWIN MENDLINGER'S resignation as President, Vice President and
Treasurer, and LOUIS BIRNER'S resignation as Secretary of CENTURY LABORATORIES,
INC. effective close of business 8/18/2000 as stated by aforesaid in their memo
to the Board of Directors dated 8/18/2000. The Secretary of the Corporation is
hereby instructed to notify MESSRS. MENDLINGER and BIRNER that the Board has
accepted their resignations.
RESOLVED, that ROBERT BRYAN be appointed the President of the Corporation and as
such that he is authorized to carry out the ordinary business of the Corporation
effective close of business 8/18/2000.
RESOLVED, that ROBERT BRYAN be appointed the Vice President of the Corporation
and as such that he is authorized to carry out the ordinary business of the
Corporation effective close of business 8/18/2000.
RESOLVED, that ROBERT BRYAN be appointed the Secretary of the Corporation and as
such that he is authorized to carry out the ordinary business of the Corporation
effective close of business 8/18/2000.
RESOLVED, that ROBERT BRYAN be appointed the Treasurer of the Corporation and as
such that he is authorized to carry out the ordinary business of the Corporation
effective close of business 8/18/2000.
IN WITNESS WHEREFORE, the undersigned, being all the DIRECTORS of CENTURY
LABORATORIES, INC. have signed this consent on the dates indicated below.
Dated: 8/18/2000
By:/s/______________________________
DIRECTOR: EDWIN MENDLINGER
CENTURY LABORATORIES, INC.
By:/s/______________________________
DIRECTOR: LOUIS BIRNER
CENTURY LABORATORIES, INC.
