Res 1997-016 - Laserfiche WebLink

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, . . i f /;~ ~ - CONSENT TO ACT 'WITHOUT A BOARD OF DIRECTORS :MEETING OF FLOYD LACKEY & SONS, INe. The undersigned, beÏDg all the directors of Floyd Lackey & Sons, Inc., do hereby consent to the following resolution: , I '"BE IT RESOLVED, that 1) The conversion of Debenture No. 64 of Elim Water Company, Inc. (Elim), owned by Floyd Lackey and Sons, Inc., a Texas corporation (the «Corporation"), to one share of Elim common stock on or about September 25, 1996 is hereby consented to, approved, ratified and confirmed; . 2) Due to the misplacement or loss by Corporation of Debenture No. 64 of CElim"), and the necessity for Elim to have that Debenture No. 64 so that Elim can send to Corporation the certificate evidencing Corporation's ownership of the one (1) share ofElim common stock, the execution by Robert Lackey, President, , on behalf of the Corporation of a Certification of Lost De'benture with corresponding certification that should Debenture No. 64 be located, then this Debenture No. 64 shall be forevermore deemed to be null and void, is hereby consented to, approved, ratified and confirmed; 3) The execution by Robert Lackey, President, on behalf of the Corporation, of an exclusive Power of Attorney to hold, sell, convey and transfer all shares of capital stock and all other :interests, if any, held by the Corporation in said Elim to the City of San Marcos or its designee, for Four Thousand Two Hundred Fifty Dollars ($4,250.00) and the authorization ~f such attorney ill fact to take such further and other actions on behalf of the Corporation as the said attorney ill fact to take such further and other actions on behalf of the Corporation as the said attorney ill fact may determine to be necessary or convenient to the accomplishment of the conveyance of said stock to the City of San Marcos, illcluding, but not limited to, the execution of a hold harmless and indemnification agreement on behalf of the Corporation to protect third parties acting pursuant to such Power of Attorney, is hereby approved, ratified and confirmed; 4) Corporation acknowledges that the aforesaid attorney in fact may convey her own interests in said Elim at a price per share of $8,500.00 without compromise to Corporation's illterests. (Continued on Page 2)