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RESOLVED  FURTHER,  that  after  receipt  of  a  letter  from  the  California
                      Attorney General’s Office confirming that the Corporation has no assets to distribute,
                      the  President  of  this  Corporation  is  hereby  authorized  to  direct  its  legal  counsel,
                      Best Best & Krieger LLP, to file a Certificate of Dissolution, authorized and executed in
                      accordance with the provisions of Section 6615 of the California Corporations Code,
                      with the office of the Secretary of State of California.

                               RESOLVED  FURTHER,  that  the  officers  of  this  Corporation  are  hereby
                      authorized and directed to do any and all acts necessary or advisable in connection with
                      the winding up and dissolution of this Corporation in conformity with the provisions of
                      Section 6610 et seq. of the California Corporations Code and these resolutions.

                        This consent is executed pursuant to Subdivision (a) of Section 5513 of the California
                  Corporations Code which authorizes the taking of action by unanimous written consent without a
                  formal meeting, and is to be filed with the minutes of Board proceedings.

                  DATED:  __________________, 2017

                  SOLE MEMBER:


                        Robert J. DiPrimio, President

                  DIRECTORS :

                  ED COLLEY

                  BILL COOPER

                  R.J. KELLY

                  DEAN EFSTATHIOU

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