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S • f • <br /> r . � <br /> RESOLUTION ADOPTED BY <br /> 'UNANIMOUS WRITTEN CONSENT OT <br /> THE BOARD OF DIRECTORS 041' <br /> TRACY MOTOR CORP <br /> The undersigned, being all of the directors of-TRACY MOTOR <br /> CORP., a California corporation, do hereby agree and consent pursuant to <br /> the authority of the By-laws of the corporation and to California law and <br /> direct the Secretary of the corporation to file this Unanimous Written <br /> Consent dated September 7, 2004 with the minutes of the proceedings of the <br /> directors of the Corporation. <br /> RESOLVED, that this corporation shall contribute it's "Tracy Dodge <br /> Chrysler Jeep" business subject to its liabilities to Tracy Auto Grou LLC in <br /> exchange for 9,000 ownership units in the company. Such transfer shal be <br /> completed upon approval of the manufacturer. <br /> A, <br /> Date: September 7, 2004 DIRECTORS <br /> erry rassfiel <br /> Dennis R. Boyle <br /> )J +ephSperske <br /> l <br />