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Home My WebLink About925374 ~ ci w ~ 0::: a. w C'.I C'? ::! ~_eoc::~ M....It.IWW -....... Z ~ ctJ CO? W rn It)(!)v~ 8N«~C:: ocna.:>w ~ -I LO=tt: Wu ~(!) ~>- ""Z «I- C~~~5 WWCD 0 >u~ u -WO Z Wo:::O -I o m 0 w u 0::: z ::J 000583 Ij GENERAL DURABLE POWER OF ATTORNEY We, WILLIAM JOSHUA GALLOWAY and MELISSA GALLOWAY, the principals, of 68 Tee Mont Circle, Afton, Wyoming 83110, hereby designate RONALD GALLOWAY, as our attorney-in-fact and agent (subsequently called agent) in our name and for our benefit: 1. General Grant of Power. To exercise or perform any act, power, duty, right or obligation whatsoever that we now have or may hereafter acquire, relating to any person, matter, transaction or property, real or personal, tangible or intangible, now owned or hereafter acquired by us, including without limitation, the following specifically enumerated powers. We grant to our agent full power and authority to do everything necessary in exercising any of the powers herein granted as fully as we might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that our agent shall lawfully do or cause to be done by virtue of this power of attorney and the powers herein granted. a) Powers of Collection and Payment. To forgive, request, demand, sue for, recover, collect, receive, hold all such sums of money, debts, dues, commercial paper, checks, drafts, accounts, deposits, legacies, bequests, devises, notes, interests, stock certificates, bonds, dividends, certificates of deposit, annuities, pension, profit sharing, retirement, social security, insurance and other contractual benefits and proceeds, all documents of title, all property, real or personal, intangible and tangible property and property rights, and demands whatsoever, liquidated or unliquidated, now or hereafter owned by, or due, owing, payable or belonging to, me or in which I have or may hereafter acquire an interest; to have, use, and take all lawful means and equitable and legal remedies and proceedings in our name for the collection and recovery thereof, and to adjust, sell, compromise, and agree for the same, and to execute and deliver for me, on our behalf, and in our name, all endorsements, releases, receipts, or other sufficient discharges for the same; b) Power to ACQuire and Sell. To acquire, purchase, exchange, grant options to sell, and sell and convey real or personal property, tangible or intangible, or interests therein, on such terms as our agent shall deem proper, including but not limited to the following described real property located in Lincoln County, State of Wyoming: Lot 22 of Tee-Mont Second Filing Subdivision, Lincoln County, Wyoming, as platted and recorded in the official plat thereof filed in the office of the County Clerk of Lincoln County. c) Management Powers. To maintain, repair, improve, invest, manage, insure, rent, lease, encumber, and in any manner deal with any real or personal property, tangible or intangible, or any interest therein, that we now own or may hereafter acquire, in our name and for our benefit, upon such terms and conditions as our agent shall deem property; d) Banking Powers. To make, receive and endorse checks and drafts, deposit and withdraw funds, acquire and redeem certificates or deposit, in banks, savings and loan associations and other institutions, execute or release such deeds or trust or other security agreements as may be necessary or property in the exercise of the rights and powers herein granted; e) MotorVehicles. To apply for a Certificate of Title upon, and endorse and transfer title' thereto, for any automobile, truck, pickup, van, motorcycle or ot~er motor vehicle, and to represent in such transfer assignment that the title to said motor vehicle is free and clear of all 0925374 j) k) 000584 f) liens and encumbrances except those specifically set forth in such transfer assignment; Businesslnterestsl To conduct or participate in any lawful business of whatever nature I for us and in our name; execute partnership agreements and amendments thereto; incorporate, reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; elect or employ officers, directors and agents; carry out the provisions of any agreement for the sale of any business interest or the stock therein; and exercise voting rights with respect to stock, either in person or by proxy, and exercise stock options; g) Tax Powers. To prepare, sign and file joint or separate incdme tax returns or declarations of estimated tax for any year or years; to prepare, sign and file gift tax returns with respect to gifts made by me for any year or years; to consent to any gift and to utilize any gift- splitting provision or other tax election; and to prepare, sign and file any claims for refund of any tax; to receive, receipt for, and deposit any refunds of any tax; to prosecute any defenses against any claims for additional tax assessments, and to prosecute any claims for refund of any tax, before any administrative body or any court having jurisdiction; this grant of powers to be deemed to co-extensive with all powers I might grant to our agent under IRS Form 2848 as to any and all years during which this power of attorney is in force and effect, this power of attorney to be deemed to be continuing power of attorney under IRS Form 2848, and a grant to power to our co-attorneys in fact to execute and deliver on our behalf an IRS Form 2848 for any and all years in which this power of attorney is in force and effect. h) Safe Deposit Boxes. To have access at any time or times to any safe deposit box rented by me, wheresoever located, and to remove all or any part of the contents thereof, and to surrender or relinquish said safe deposit box, and any institution in which any such safe deposit box may be located shall not incur any liability to us or our estate as a result of permitting our agent to exercise this power. i) Mineral Interests and Leases. This power of attorney, and all powers conferred hereby, shall include, but not be limited to, all of our mineral interests, wherever located, including herewith all bonuses, delay rentals, and payments for production to which we are or may become entitled with respect to said mineral interests, and specifically including, but not being limited to, the powers of our agent to collect, receive, and receipt for all payments to which we are or may become entitled with respect to said mineral interests, and the powers to cancel existing leases for legal cause, and the powers to entered into renewals, extensions or new or additional leases with respect to any mineral interests we may have at any time, including the power on our behalf to execute division orders and join in any plan of unitization, orders and agreements. Powers to Make Gifts. Our agent shall have the power from time to time, to make such gifts of our assets, whether principal or income, as our agent in his or her sole discretion shall determine, provided that the making of such gifts shall in all respects be in accordance with the standards established in W.S. § 3-3-801. Power to Disclaim. Our agent shall have the power at any time to disclaim on our behalf any gift, devise, bequest, or inheritance to be received by us. 2. Interpretation and Governing Law. This instrument is to be construed and interpreted as a general durable power of attorney. The enumeration of specific powers herein is not intended to, nor does it, limit or restrict the general powers herein granted to our agent. This instrument is executed and delivered in the State 000585 (j92537~ of Wyoming, and the laws of the State of Wyoming shall govern all questions as to the validity of this power and the construction of its provisions. 3. Third-Party Reliance. Third parties may rely upon the representations of our agent as to all matters relating to any power granted to our agent, and no person who may act in reliance upon the representations of our agent or the authority granted to oÚr agent shall incur any liability to us or our estate as a result of permitting our agent to exercise any power. 4. Disability of Principal. This General Power of Attorney shall not become ineffective by our disability. 5. Termination. This power of attorney shall remain in full force and effect unless, and until, revoked in accordance with the provisions of W.S. §3-5-103, or in accordance with the provisions ofW.S. § 3-5-101(c). Our agent is hereby granted the power to furnish to any and all parties, in our agent's sole discretion, a photocopy of this instrument, with appended thereto a certification by our agent that this instrument is still in full force and effect, and all parties dealing with our agent are entitled to rely completely thereon, unless and until this power of attorney has been duly revoked as provided in the preceding sentence. 6. Revocation of Prior Powers of Attorney. The undersigned hereby revokes any and all Powers of Attorney, General or Special, Durable or not, heretofore executed by the undersigned, and hereby grants to our agent the power to furnish, file and record, for any purpose, a photocopy of this Power of Attorney, with any person or party, public or private. IN WITNESS WHEREOF, we have executed this General Durable Power of Attorney in counterparts, and we have directed that photographic copies of this power be made, which shall have the same force and effect as an original. DATED this I ~ day of August, 2006. tJ~ \~3"~~ WILLIAM JOSHUA GALLOWAY .!t~(j~~ I SA GALL, Y STATE OF WYOMING ) )55. COUNTY OF LINCOLN ) J OJ ,The foregoing instrument, Power of Attorney, was acknowledged before me this ~ day of August, 2006, by WILLIAM JOSHUA GALLOWAY and MELISSA GAL LOV'JAY. Witness my hand and official seal. ~4vn'~µJ Notary Publi ':t