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<br /> , <br />UNANIMOUS CONSENT IN LIEU OF MEETING . <br />OF THE BOARD OF DIRECTORS <br />PDC CORPORATION <br />The undersigned, being all of the directors of PDC <br />COR P O.R A TI 0 N, a De law H e cor p 0 rat ion (t he" Cor p 0 rat ion" l, do <br />hereby unanimously consent to and adopt the following <br />resolution: <br />RESOLVED, that as the sole shareholder of the <br />corporations listed on Schedule "A" attached hereto, <br />the following persons are elected to the offices of <br />the Schedule "A" corporations set forth below <br />opposite their respective nameS: <br />Brian Kilduff - President <br />Davtd Buddemeyer - Executive Vice President - <br />Operations <br />Kevin D. Sullivan - Vice President - Administration <br />Donald Pavony - Vice President and Secretary <br />Ivan Roth. Vice President - Finance <br />Allan Kane. Vice President - Sales and Marketing <br />Lawrence Carballo - Vice President and . <br />Controller <br />Judy Mellesmoen " Assistant Secretary <br />FURTHER RESOLVED that Brian Kilduff is <br />appointed as a director of the Schedule "A" <br />, corporations. <br />This consent may be executed in two or more counterparts and <br />all such counterparts taken together will constitute the <br />original thereof. <br /> a e <br />~~;#~/:r~~'" C.~7;ftl <br />ona avony ..1) Dt e <br /> . <br />_____u____________..____ <br />