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UNANIMOUS WRITTEN CONSENT <br /> OF THE MANAGER OF <br /> SXNAGROSOUTH, LLC <br /> The undersigned, being the Manager of Synagro South, LLC , a Delaware limited liability <br /> company (the "Company"), for the purpose of taking action without a meeting and waiving all <br /> notice requirements with respect thereto , hereby consents to , adopts and approves the following <br /> resolutions : <br /> Appointment of Officer <br /> RESOLVED , that the following individual be and hereby is approved , adopted <br /> and ratified as an officer of the Company to serve as an officer of the Company <br /> until his successor shall have been duly appointed and qualified : <br /> Joseph L. Page Vice President/Secretary <br /> Enabling Resolutions <br /> RESOLVED , that the officer of the Company be, and hereby is , authorized to <br /> take, or cause to be taken, any and all actions which he may deem necessary or <br /> desirable in connection with effectuating the above resolutions ; <br /> FURTHER RESOLVED , that the actions of the officer of the Company <br /> previously taken in connection the above resolutions be, and they hereby are, in all <br /> respects authorized, ratified and confirmed as the acts and deeds of the Company; <br /> and <br /> FURTHER RESOLVED, that the officer of the Company be, and hereby is , <br /> authorized to take, or cause to be taken any and all actions which he may deem <br /> necessary or desirable in connection with binding the Company. <br /> K:\Board of Directors & CommitteeASubsidiary Actions\2009\Page Appointed Officer\Synagro South LLC - Officer - 020209 .doc <br />