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RESOLUTIONS
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At a Special Meeting of the Stockholders of The Imperial
Florida Oil Company duly held on March 14, 1980, more than
90$ of the holders of shares entitled to-vote thereon
authorized and adopted the following resolutions:
RESOLVED, that THE IMPERIAL FLORIDA OIL COMPANY is
hereby authorized to sell, convey and transfer all its real
j property and operating assets to CHERER OIL COMPANY
i in exchange for cash as provided in the Purchase Agreement
dated January 10, 1980 (said date of sale to close on March 31,
1980) .
RESOLVED FURTHER, that Allan F. Vickers, Vice President of
the corporation and W. R. McInvale , the Secretary of the Cor-
poration, are hereby authorized to execute and affix the seal
j to any and all documents of every kind in order to carry into
effect the sale, conveyance and transfer of all THE IMPERIAL
j FLORIDA OIL COMPANY'S real property and operating assets to
CHERER OIL COMPANY.
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CERTIFICATION
Z, W. K. McInvale , Secretary of THE IMPERIAL FLORIDA OIL
COMPANY hereby certify that: said corporation is a
€ Florida corporation, in good standing, and the seal
affixed to the foregoi~pg sesolutions is the seal of said cor-
poration; the foregoiing;resolutions were adopted by unanimous
~ consent by a quorum of the Board of Directors and the sole share-
holder on March 14, 1980, and have not been repealed or modified
f bLt are now is full force and effect and apply equally to the sale
and conveyance to any subsidiaries which .CHERER OIL COMPANY
may heretofore or hereafter.'fona.
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Dated March I , 1980.
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. - W. K. McInvale, Secretary
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