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000221
GENERAL POWER OF ATTORNEY
I, CAROLINE B. MCGINMS, of Lincoln County, State of Wyoming, designate
and appoint MYLES M. MCGINNIS, of Lincoln County, State of Wyoming, as my
attorney-in-fact and agent (subsequently called "Agent") to act in my name and for my
benefit. I grant to my Agent full power and authority to do everything necessary in
exercising any of the powers herein granted as fully as I might or could do if personally
present and fully competent, hereby ratifying and confmning all that my Agent shall
lawfuHy do or cause to be done by virtue of this power, of attorney and the powers herein
granted.
1. General Grant of Power. My Agent shall have power to exercise or
perform any act, power, duty, right or obligation whatsoever that I 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 me, including, without
limitation, the powers specifically enumerated in this instrument. Generally, my Agent
shall have power to do and perform all matters, transact all business, and make, execute
and acknowledge all contracts, orders, deeds, mortgages, leases, assignments, assurances,
and instruments of every kind which may be requisite or proper to effectuate the purposes
of this general power of attorney.
2. Specific Powers. Without in any way limiting the generality of the power
and authority conferred upon my Agent by this instrument, my Agent shall have and may
exercise each of the following specific powers:
(a) Acquire and Sell. To acquire, purchase, exchange, grant options to
sell, assign, release, convey, mortgage, hypothecate, lease and accept and take possession
of, and take any other action of any nature whatsoever regarding real and personal
property and interests therein, both tangible and intangible, upon such terms, conditions
and covenants as my Agent shall deem proper and to sign, seal, execute and deliver and
acknowledge such deeds, leases, contracts, assignments, indentures, agreements,
mortgages, deeds of trust, bills of sale, security agreements and related forms, exchange
agreements, bills, bonds, notes, receipts, releases and satisfactions of mortgages, security
interests and judgments and such other instruments in writing as shall be proper, to buy,
sell, or cash Treasury securities.
This shall specifically include the power to lease or sell, and to sign
all leases, deeds, closing statements and any other necessary documentation relating to
RECEIVED 217/2007 at 10:11 AM
RECEIVING # 926583
BOOK: 648 PAGE: 221
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER. WY
09Z6583
000222
such lease or sale, or to mortgage or enter into deeds of trust, and sign all necessary
documentation related to such mortgages or deeds of trust, as to any real property that I
own.
(b) Borrow and Deposit. To borrow moneys on my behalf and to sign,
seal, execute, deliver and acknowledge on my behalf such promissory notes, bills, bonds,
or other evidence of indebtedness and such mortgages, deeds of trust, security agreements,
pledges, or other documents to secure the payment of borrowed funds as my Agent shall
deem proper. To make, receive and endorse checks and drafts, deposit and withdraw
funds, acquire and redeem certificates of deposit, in banks, savings and loan associations
and other financial institutions, and to release such mortgages, deeds of trust, or other
security instruments as may be necessary or proper in the exercise of the rights and powers
herein granted.
(c) Collect and Pay. To forgive, request, demand, sue for, recover,
collect, receive and hold all 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, medicare, insurance, and other contractual benefits and proceeds, all
documents of title, all property and property rights, real or personal, intangible and
tangible, 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 my name and for the collection and recovery thereof including the
enforcement of mortgages, deeds of trust and security instruments, and to adjust, sell,
compromise, and agree for the same, and to execute and deliver for me, on my behalf, and
in my name, all endorsements, releases, receipts or other sufficient discharges for the
same. To pay and discharge all debts and demands due and payable or which may
hereafter become due and payable by me to any person or persons whomsoever.
(d) Management. To maintain, repair, improve, invest, manage, insure,
rent, lease, encumber, partition and in any manner deal with any real or personal property,
tangible or intangible, or any interest therein, that I now own or may hereafter acquire,
upon such terms and conditions as my Agent shall deem proper, and to transfer any or all
of my assets to the trustee of any revocable living trust which I may have created.
(e) Motor Vehicles. To apply for a certificate of title upon, and endorse
and transfer title to, any motor vehicle, and to represent in such transfer assignment that
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the title to said motor vehicle is free and clear of all liens and encumbrances except those
specifically set forth in such transfer assignment.
(t) Business Interests. To conduct or participate in any lawful business
of whatever nature; to execute partnership agreements and amendments thereto; to
incorporate, reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any
business; to elect or employ officers, directors and agents; to carry out the provisions of
any agreement for the sale of any business interest or the stock therein; and to exercise
voting rights with respect to stock, either in person or by proxy, and exercise stock
options.
(g) Taxes. To prepare, sign, and fùe all joint or separate income and
other federal and state tax returns, or declarations of estimated tax for any year or years
which I am required to fùe; to sign my name to tax returns; to prepare, sign and fùe 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 fùe
any claims for refund of any tax; to hire preparers and advisors and pay for their services;
and to do whatever is necessary to protect my assets from assessments for income taxes
and other taxes for the years 1990 to 2030. The agent is specifically authorized to receive
confidential information; to receive checks in payment of any refund of taxes, penalties,
or interest; to execute waivers (including offers of waivers) of restrictions on assessment
or collection of tax deficiencies and waivers of notice of disallowance of claims for credit
or refund; to execute consents extending the statutory period for assessment or collection
of taxes; to execute closing agreements under Internal Revenue Code Section 7121, or any
successor statute; and to delegate authority or substitute another representative with respect
to all above matters.
(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 me or my
estate as a result of permitting my Agent to exercise this power.
(i) Gifts. To make such gifts to or for the benefit of my spouse, my
children, and my grandchildren as shall qualify for the federal gift tax annual exclusion,
the federal gift tax marital deduction, and/or to the extent of my unused federal unified
credit as my Agent shall deem appropriate. My Agent may not make gifts in complete or
partial satisfaction of the obligation of my Agent to support any person. My Agent may
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not make gifts to or for the benefit of my Agent in his or her individual capacity or to or'
for the benefit of any person to whom my Agent owes a duty of support.
G) Fiduciary Capacity. My Agent may act only as a fiduciary and may
not take any action with regard to any of my assets or property, real or personal, tangible
or intangible, except in my Agent's capacity as a fiduciary and my Agent may not exercise
any power given to my Agent hereunder in favor of my Agent, the estate of my Agent, the
creditors of my Agent, the creditors of the estate of my Agent, or so as to discharge any
legal obligation of my Agent to support any person.
(k) Revocable Trusts. My Agent shall have the power to transfer any or
all of my assets to any trust which is created for my benefit and which is revocable by me.
In addition, my Agent shall have the power to revoke in whole or in part any such trust.
(I) Actions to Obtain Medicaid Benefits. To take any and all action
necessary to qualify me for Medicaid benefits, including, but not limited to, transfer of
assets to my spouse in conjunction with Medicaid qualification and entering into a marital
agreement with my spouse in conjunction with such qualification.
(m) Establish Brokerage Accounts. To take any and all actions necessary
to establish brokerage accounts for my benefit.
(n) Release of Medical Information. Regardless of the time of
commencement of the other powers granted my agent by this document, I authorize and
request any physician, health care professional, health care provider, and medical care
facility to provide to any designated agent in this document information relating to my
physical and mental condition and the diagnosis, prognosis, care, and treatment thereof
upon the· request of any agent I have designated in this document. It is my intent by this
authorization for my designated agent to be considered a personal representative under
privacy regulations related to protected health information and for my designated agent to
be entitled to all health information in the same manner as if I personally were making the
request. This authorization and request shall also be considered a consent to the release
of such information under current laws, rules, and regulations as well as under future laws,
rules, and regulations and amendments to such laws, rules, and regulations, including, but
not be limited to, the express grantor authority to personal representatives as provided by
Regulation Section 164.502(g) of Title 45 of the Code of Federal Regulations and the
medical information privacy law and regulations referred to as HIP AA.
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0926583
3. Powers Not Granted. Notwithstanding any other possible language to the
contrary in this instrument, the agent is specifically NOT GRANTED the following
powers:
(a) To use my assets for the agent's own legal obligations, including, but
not limited to, support of the agent's dependents;
(b) To exercise any trustee powers under an irrevocable trust of which the
agent is a settlor and I am a trustee; and
(c) To exercise incidents of ownership over any life insurance policies
which I own on the agent's life.
4. Revocability. This power of attorney is revocable, provided, that insofar
as any governmental agency, bank, trust company, insurance company, transfer agent, or
other person shall rely upon this power, this power may be revoked only by a notice in
writing executed by me or my Agent and delivered to such person or institution.
s. Interpretation. This instrument is to be construed and interpreted as a
general 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 my Agent.
6. Disability of Principal. This Power of Attorney shall not be affected by my
subsequent disability or incapacity.
7. Designation of Guardian and Conservator. If guardianship or protective
proceedings for my person or estate are hereafter commenced, I nominate as guardian of
my person and conservator of my property the same persons then serving, or entitled to
serve as attorney-in-fact and Agent pursuant to the designation in this Power of Attorney.
8. Successor Agent. In the event my Agent dies, is determined by a court of
competent jurisdiction to be incapacitated, resigns, is removed or for any other reason is
unable or unwilling to act I designate Corby E. McGinnis as successor agent to act as my
Agent with all of the powers referred to herein.
9. Governing Law. This General Power of Attorney is executed and delivered
in the State of Wyoming and the laws of the State of Wyoming shall govern all questions
as to the validity of this power and as to the construction of its provisions.
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10. Counterparts. This General Power of Attorney is executed in two (2)
counterparts. Each executed counterpart and photocopy thereof of this General Power of
Attorney shall have the force and effect of the original.
11. Revocation of Prior General Powers of Attorney. Except for the.power
of attorney given by this document, the undersigned hereby revokes all other general
powers of attorney heretofore given by the undersigned to any and all persons.
IN WITNESS WHEREOF, I have executed this General Power of Attorney this
.3 'j':" tfday of January, 2004.
~i'~"[" .
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STATE OF WYOMING )
) ss.
County of Lincoln )
On the 5+!:J day of January, in the year of 2004, before me personally appeared
CAROLINE B. MCGINNIS, known or identified to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affIXed my official
seal, the day and year in this certificate fIrst above written.
(seal)
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Slllto1
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Notary bhc ~ Wyommg
Residing at: ~ I LÙ~
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My commission expires: 11- Up'" Df
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