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Home My WebLink About20060103Board consent resolution.pdfIdaho Public Utilities Commission Office of the SecretaryRECEIVED GIVE SLEY LLP LAW OFFICES 601 W. Bannock Street PO Box 2720, Boise, Idaho 83701 TELEPHONE: 208 388-1200 FACSIMilE: 208 388-1300 WEBSITE: www.givenspursley.com Gary G. Allen Kristen A. Atwood Kelly T. Barbour Christopher J. Beeson William C. Cole Michael C. Creamer Thomas E. Dvorak Roy Lewis Eiguren Timothy P. Feamside Jeffrey'C. Fereday Meiissa A. Finocchio Steven J. Hippler Kari T. Klein Debora K. Kristensen Anne C. Kunkel CONLEY E. WARD, JR. DIRECT DIAL: (208) 388-1219 EMAll: cew~givenspursley.com December 30, 2005 VIA HAND DELIVERY DEC 3 0 2005 ,aqlJQ.J~aho Franklin G. lee David R. Lombardi Emily A. MacMaster John M. Marshall Kenneth R. McClure Kelly Greene McConnell Cynthia A. Melillo Christopher H. Meyer L Edward Milier Patrick J. Miller Judson B. Montgomery Angela K. Nelson Deborah E. Nelson W. Hugh O'Riordan, lLM. Kenneth L Pursley Bradley V. Sneed H. Barton Thomas, lLM. J. Will Varin Conley E. Ward Robert B. White Raymond D. Givens RETIRED James A. McCiure RETIRED Ucansad In California ;j)cM t~6 -G"LJean Jewell, Secretary Idaho Public Utilities Commission 472 W. Washington Street P. O. Box 83720 Boise, ID 83720-0074 RE: Direct Communications Rockland's Application. Direct Communications Rockland requests that the Commission issue an Order approving reissuance of . capital stock on or before January 19, 2006. Dear Jean: As delineated in my December 20, 2005 cover letter for the filing of the above-referenced Application, I am enclosing an original and four copies of Direct Communications, Rockland' fully executed Resolution approving reissuance of capital stock as Exhibit A to that Application. Additionally, as requested by Terri Carlock, I am enclosing a check for $56.25 for the additional fee due for the filing of this Application. Please let me know if you have any questions. Thank you for your help. iY tI1!!yyours 1) -- - -------- Conley CEW /snh enclosures S:ICLIENTSI1257\47\Ltr to PUG w-signed Ex A resolution and filing fee.doc Office of the-S~cRECEIVF' DEC 3 0 ~" - 1 Boise, Idahl UNANIMOUS CONSENT RESOLUTION OF BOARD OF DIRECTORS OF DIRECT COMMUNICATIONS ROCKLAND, INc. THE UNDERSIGNED, being the Board of Directors (the "Directors ) of DIRECT COMMUNICATIONS ROCKLAND, INC., an Idaho corporation (the "Corporation ), do hereby consent to, adopt and approve in writing the following corporate action without a meeting and in accordance with the general corporate laws of the State of Idaho and the constituent documents of the Corporation: WHEREAS, the Corporation is presently authorized to issue 50 000 shares of common stock and has presently issued all 50 000 shares of its common stock, 25 000 to each of its two sole shareholders, Leonard May and Marilyn May (the "Shareholders ); and WHEREAS, the Shareholders desire to increase the total number of authorized shares ofthe Corporation to 1 000 000, consisting of 100 000 shares of voting common stock and 900 000 shares of nonvoting common stock; and WHEREAS, after such increase in the number of total authorized shares, the Shareholders each desire to convert their existing 25 000 shares of common stock to 5 000 shares of voting common stock and 45,000 shares of nonvoting common stock, or a total of 50 00 shares each, after which the total number of issued shares of the Corporation would be 100 000, consisting of 10 000 shares of voting common stock and 90 000 shares of nonvoting common stock. NOW THEREFORE, BE IT RESOLVED, that the undersigned Directors approve the contemplated increase in authorized shares as set forth above DATED effective as ofthe ~Aday of December, 2005. ~J(~~ 'In Marilyn May, D ector UNANIMOUS CONSENT RESOLUTION OF DIRECTORS - 1 S:ICLIENTSI1257\47ICONSENT RESOLUTION OF DlRECTORS.DOC Idaho Pl(blic Utilities ot the seore m's"on CE/VED DEC 3 0 2005 Boise Idaho SECRETARY'S CERTIFICATE , Marilyn May, do hereby certify as follows: I am the secretary of Direct Communications Rockland, Inc. (hereinafter called the "Corporation Attached hereto is a true and correct copy of the Unanimous Consent Resolution of Board of Directors of Direct Communications Rockland, Inc. ("Consent Resolution ), dated effective as of December , 2005, and entered in the minute book of the Corporation. The Consent Resolution was duly adopted by the Board of Directors (the Directors ) of the Corporation without a meeting, in accordance with the general corporation laws of the State of Idaho and the constituent documents of the Corporation. The application to the Public Utilities Commission for approval of reissuance of capital stock executed in accordance with the Consent Resolution is a true and exact copy of the application thereof authorized and approved by the Directors pursuant to the Consent Resolution. None ofthe resolutions set forth in the Consent Resolution have been rescinded or modified, and the Consent Resolution remains in full force and effect. The date of actual execution of the application is December 3!Z..., 2005. IN WITNESS WHEREOF I have executed this Certificate on behalf of the Corporation on the date first written above. DIRECT COMMUNICA nONS ROCKLAND, INC. 'f)1(JJ,~J~d Y11t 'jfMarilyn M y, Secretar SECRETARY'S CERTIFICATE - 1 S:\CLlENTS\1257\47\Secretarys Certificate.doc