Free Declaration - District Court of Arizona - Arizona

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UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF
D ~~ LEAPSOURCE, INC.
a Delaware corporation
_ March 29, 2001
In accordance with Section 141(i) of the Delaware General Corporation Law, the
undersigned, being all of the directors of LeapSource, Inc., a Delaware corporation (the
"Corporation"), hereby unanimously adopt the following resolutions as of the date set
forth above:
»
WHEREAS, Ted Fernandez and Michael Makings (collectively, the "
") have resigned from their respective positions as members of the Board of
Directors ofthe Corporation; and
WHEREAS, itis in the best interests ofthe Corporation to accept the resignations
ofthe Resigning Directors as members of the Board of Directors of the Corporation, such
resignations to be reffective as of the date set opposite each Resigning Directors name » 7
below; it is hereby
RESOLVED, that the resignations of the Resigning Directors as
members of the Board of Directors ofthe Corporation are hereby accepted
by the Corporation, which resignations were effective as ofthe dateslset
opposite Resigning Directors' names below:
Ted Fernandez - January 1, 2001
Michael Malrings — March 22, 2001 ’

r RESOLVED, that the officers of the Corporation, or any of them,
are hereby authorized to execute, acknowledge and deliver such
documents, certincates and other instruments, Bild to take or cause to be
taken such action, as they, or any of them, may deem necessary or
appropriate to carry out the transactions contemplated by these resolutions
and otherwise accomplish the purposes and intent of these resolutions.
The Secretary ofthe Corporation is hereby directed to tile this instrument with the
minutes of the proceedings of the Board of Directors of the Corporation. The actions
taken hereby shall be of the same force and effect as if taken by unanimous vote of the

E 7 2 LS·1 3-1359
DATE _, 0 - ·" 368603
CECELIA BROOKMAN. 50154
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Corporatiorfs directors at a meeting thereoi duly called and constituted pursuant to the
3 laws ofthe State of Delaware. .
_ This Written Consent may be executed in any number of counterparts, all such
cotmtcrparts shall be deemed to constitute one and the same `iIlSU'l1Hl6I1t, and each of said
counterparts shall be deemed an original hereof
Bruce i , Nolan i 1 q
DanielYih l
J LS·73-1360 2 saxon;
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