WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS OF
U.S. RARE EARTHS, INC.,
a Nevada corporation
Approving the election of directors in lieu of a formal meeting
WHEREAS, the Company has not held an annual meeting of its Shareholders in several years in order to elect directors, all in derogation of Section 2.01Annual Meeting, of Article II of its Bylaws, titled MEETINGS OF SHAREHOLDERS;
WHEREAS, the Company did not notice up and hold an annual meeting of its Shareholders on the second Wednesday of April of this year or prior years in order to elect directors, all in derogation of Section 2.01Annual Meeting, of Article II of its Bylaws, titled MEETINGS OF SHAREHOLDERS;
WHEREAS, the current Board of Directors, having had ample time and opportunity to do so, has not noticed up or held a special meeting of the shareholders to elect directors as further contemplated in Section 2.01 of the Bylaws titledAnnual Meeting;
WHEREAS, there are currently nine (9) members of the Company’s Board of Directors and Article III, titled DIRECTORS, Section 3.02 thereof titledNumber, Term and Qualifications, specifically restricts the number of Board Members to seven (7), thereby meaning that the Company’s current Board of Directors may be or has arguably been actingultra vires;
WHEREAS, the current Board of Directors has never divided the Company’s directorships into classes or staggered terms of office as contemplated in Section 3.03, Article III of the Bylaws, titled,Classification of Directors, thereby further justifying the election of an entire slate of directors;
WHEREAS, the current Board of Directors consists of the following nine (9) persons:
Daniel McGroarty
Michael D. Parnell
Greg Schifrin
John Victor Lattimore, Jr.
Kevin Cassidy
Harvey Kaye
Edward F. Cowle
H. Deworth Williams
Geoff Williams
WHEREAS, Section 2.11 of Article II of the Bylaws, titledWritten Consent to Action by Shareholders provides,verbatim:
Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, will be signed by shareholders holding at least a majority of the shares entitled to vote with respect to the subject matter thereof, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of shareholders be called or notice given.
WHEREAS, the foregoing Section 2.11 of Article II of the Bylaws is fully consistent withNevada Revised Statutes(NRS)§ 78.320, subparagraphs 2 and 3 thereunder, titledStockholders’ meetings; . . . consent for actions taken without meeting;
WHEREAS, the undersigned Shareholders constituting a majority of the issued and outstanding common capital shares have contacted the Company’s stock transfer agent, Interstate Transfer Company, and they have confirmed that their holdings, as further identified below,
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represent approximately 58% of the Company’s total number of issued and outstanding common capital shares, all as set forth and confirmed in the Affidavit of Janis Patterson, the President and owner of Interstate Transfer Company; and
WHEREAS, Rule 14c-5(a)(1) of the General Rules and Regulations of the Securities and Exchange Commission provides that if a written consent of a majority of the shareholders is executed and undertaken to ONLY elect new directors, a Preliminary 14C Information Statement is NOT required to be filed on Edgar because the Commission does not review the same and instead, the 14C Information Statement filed on Edgar announcing the same is “definitive” when filed and can then be immediately mailed out to the Shareholders, to be effective, by operation of law, 20 days thereafter,
NOW THEREFORE, in consideration of the foregoing and good cause further appearing, the undersigned Majority Shareholders, acting by and on behalf of the Company and its Shareholders under Nevada law and the provisions of the Company’s Bylaws, hereby undertake and implement the following corporate action by WRITTEN CONSENT pursuant to Section 2.11 of Article II of the Bylaws, titledWritten Consent to Action by Shareholders andNRS§ 78.320 entitled “Stockholders’ meetings; . . . consent for actions taken without meeting:
1.
Having considered all nine (9) persons identified above and other individuals as well, the Majority Shareholders hereby elect the following five (5) persons to the Board of Directors of the Company to serve until the Company’s next annual meeting or until their resignations are duly tendered and accepted:
Michael D. Parnell
Edward F. Cowle
H. Deworth Williams
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John Victor Lattimore, Jr.
Harvey Kaye
2.
Assuming the forgoing five (5) persons accept positions on the Board of Directors and upon the effectiveness of a Definitive 14C Information Statement as referenced below, the Board of Directors shall as soon as practicable hold a Board Meeting and elect or appoint new officers of the Company;
3.
To ensure that the Definitive 14C Information Statement is prepared, filed on Edgar, and mailed out to the Shareholders in a timely and expeditious manner and to otherwise ensure that the current Board of Directors does not delay the same—this document representing the wishes and direction of a majority of the Company’s Shareholders—the undersigned Majority Shareholders hereby appoint current Director Deworth Williams and hereby confer or clothe him with the authority to direct the preparation of the Definitive 14C Information Statement, to sign the same on behalf of the Company if need be, to have it filed on Edgar as soon as practicable along with this Written Consent and the Affidavit of Janis Patterson attached thereto as exhibits and, once filed on Edgar, to do what is necessary to cause Interstate Transfer Company to immediately mail the same out to all Shareholders of record;
4.
This Written Consent of a Majority of the Shareholders shall constitute minutes of the proceedings of the stockholders of the Company as further contemplated in Nevada law; and
5.
Because this consent to shareholder action is in writing, no formal or other notice of a stockholders’ meeting was given and no formal meeting was called or held, all as provided inNRS § 78.320 3 and Section 2.11 of Article II of the Company’s duly adopted Bylaws.
IN WITNESS WHEREOF, the undersigned Shareholders of U.S. Rare Earths, Inc., a Nevada corporation, together owning and holding 12,106,400 common capital shares of a total of 20,912,662 currently issued and outstanding or approximately a 58% interest therein, hereby
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certify that the foregoing shareholder action by written consent was duly adopted and made effective on the 23rd day of August, 2012.
DATED this 23rd day of August, 2012.
/s/ H. Deworth Williams____________
H. Deworth Williams
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
143
2,250,000
253
1,900,000
Total
4,150,000
DATED this23rd day of August, 2012.
/s/ Geoff Williams________________
Geoff Williams
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
133
500,000
254
1,000,000
Total
1,500,000
DATED this23rd day of August, 2012.
/s/ Edward F. Cowle_______________
Edward F. Cowle
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
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142
2,250,000
252
2,000,000
Total
4,250,000
DATED this23rd day of August, 2012.
Blue Cap Development Corp.
By: H. Deworth Williams_________
Title: Director__________________
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
279
200,000
DATED this 23rd day of August, 2012.
/s/ David Williams________________
David Williams
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
34
400
129
250,000
Total
250,400
DATED this23rd day of August, 2012.
Laser Technology, Inc.
/s/ Eric Miller____________________
By: Eric Miller
Title: Chief Executive Officer
Signature of Holder/Owner
Total No. of Shares Represented by
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Certificate Nos.
Certificates____________
278
300,000
DATED this23rd day of August, 2012.
Children’s International Obesity Foundation, Inc.
/s/ Gordon Jones__________________
By: Gordon Jones
Title: Trustee
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
276
551,000
277
555,000
Total
1,106,000
DATED this23rd day of August, 2012.
/s/ C.T. Stranger__________________
C.T. Stanger
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
255
100,000
DATED this23rd day of August, 2012.
/s/ Harvey Kaye__________________
Harvey Kaye
Signature of Holder/Owner
Total No. of Shares Represented by
Certificate Nos.
Certificates____________
134
250,000
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