Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Exmovere Holdings, Inc. | exmo_8k.htm |
| EX-10.1 - WRITTEN CONSENT BY SHAREHOLDERS - Exmovere Holdings, Inc. | exmo_ex101.htm |
Exhibit
10.2
EXMOVERE
HOLDINGS, INC.
RESOLUTION
BY THE BOARD OF DIRECTORS
APPOINTMENT
OF TWO NEW DIRECTORS TO FILL VACANCIES
WHEREAS, upon information and
belief Joseph
Meuse has resigned his position as a Director of Exmovere Holdings,
Inc. (the “Company”);
WHEREAS, Mr. Meuse has not tendered a
resignation letter to the Company directly; however, he has not attended any
meetings in 6 months and he has sent an email to his attorney stating that he
has resigned and his resignation has left a vacancy on the Board of
Directors;
WHEREAS, Delbert Blewett has been
removed as a of the Company by written consent of the Shareholders dated April
9, 2010 and his removal has left a vacancy on the Board of
Directors;
WHEREAS, Section 8 of Article III of the
Company’s Bylaws provides that any vacancy in the Board of Directors by any
other cause, shall be filled by an affirmative vote of a majority of the
remaining Directors, though less than a quorum of the Board or by a sole
remaining Director, at any regular meeting or special meeting of the Board of
Directors called for that purpose;
WHEREAS, Delbert Blewett was appointed
Secretary of the Company by David Bychkov, President and Chairman of the
Board;
WHEREAS, Section 3 of Article IV of the
Bylaws of the Company provides that any officer elected by the Board of
Directors may be removed, either with or without cause, and a successor elected
by the Board at any time, and any officer or assistant officer, if appointed by
another officer, may likewise be removed by such officer;
NOW THEREFORE, BE IT RESOLVED
THAT, Delbert
Blewett is no long Secretary of the Company and Joseph Batty is now the
Secretary of the Company;
BE IT RESOLVED FURTHER THAT,
Joseph Batty and William
Douglas Heath are now appointed as members of the Boards of Directors to fill
the two vacancies for a term of one (1) year;
BE IT RESOLVED FURTHER THAT,
the President and Vice
President of the Company are, and each acting alone is, hereby authorized to do
and perform any and all such acts, including execution of any and all documents
and certificates, as such officers deem necessary or advisable, to carry out the
purposes of the foregoing resolutions.
It is hereby certified by the undersigned that the
foregoing resolutions were duly passed by the Board of Directors of Exmovere
Holdings, Inc. on the 9th day of April, 2010 at a special telephone meeting
called by the Board of Directors in which a majority of the Board of Directors
were present and unanimously voted for the foregoing resolutions in accordance
with the Bylaws of the Company and that the said resolutions may be signed in
one or more counterparts, each of which when taken together shall constitute one
and the same instrument. The said resolutions have been duly recorded
in the minutes of the Board of Directors of the Company and are in full force
and effect.
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/s/
David Bychkov
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April
9, 2010
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David
Bychkov
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Date
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/s/
Cheyenne Crow
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April
9, 2010
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Cheyenne
Crow
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Date
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/s/
Richard
Doornick
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April
9, 2010
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Richard
Doornick
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Date
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