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6010716203
DtJRABLE -POWER Of ATTORNEY
000014
I, W. JOSHUA GALLOWAY, the principal, of PO Box 3351, Soldotna, Alaska,
99669, hereby designate RONALD W. GALLOWAY, as my attorney-in-fact and agent
(subsequently called agent) in my name and for my benefit:
1. Generat-Grantof -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 liereafter acquired by me, including withoutlimifation, the fonowing
specifically enumerated powers. 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, with full power of substitution or revocation,
hereby ratifying and confirming all that my 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,holdaU 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 oftitle,
all property, real or personal, intangible and tangible property and property
riglits, and demands wliatsoever, liquidated or unliquidated, now or liereafter
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 for the
collection and recovery thereof, and to adjust, sell, compromise, and agree
for the same, and to execute and deliver for me, on m.y behalf, and in my
name, all endorsements, releases, receipts, or other sufficient discharges for
the same;
b) Power to Acauire 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 my agent shall deem proper, including
but not limited to the following described real property located in Lincoln
County, State of Wyoming:
Lot 22 of the Airport Addition Second Filing oUhe
Town of Afton, Wyoming.
c) -ManaaementPowers. Tamaintain, 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 I now own or may
hereafter acquire, in my name and for my benefit, upon such terms and
conditions as my agent shall deem property;
RECEIVED 1/4/2008 at 10:44 AM
RECEIVING # 936014
BOOK: 683 PAGE: 14
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
000015
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) Motor Vehicles. To apply for a Certificate of title upon, and endorse and
transfer title thereto, for any automobile, truck, pickup, van, motorcycle or
other motor vehicle, and to represent in such transfer assignment that the
titre to said motor vehicle is free and clear of aU liens and encumbrances
except those specifically set forth in such transfer assignment;
f)Business Interests. To conduct or participate in any lawful business of
whatever nature for me and in my name; execute partnership agreements
and amendments thereto; incorporate, reorganize, merge, consolidate,
recapitalize, self, 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) TaxPowers~ To prepare, sIgn and file joint or separate income 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 utiUzeany gift-spHtting 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 aU powers I might grant to my 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 my co-attorneys in fact to execute
and deliver on my 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
shalt not incur any tiabitity to me or my estate as a result of permitting my
agent to exercise this power.
i) Mineral Interests and Leases. This power ofattomey, and alt powers
conferred hereby, shall include, but not be limited to, all of my mineral
interests, wherever located, including herewith all bonuses, delay rentals,
and payments for production to which I am or may become entitled with
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respect 10 said minerai in1eres1s, and specfficafly inctuding, but not being
limited to, the powers of my agent to collect, receive, and receipt for all
payments to which I am 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 I may have at any time, including the power
on my behalf to execute division orders and join in any plan of unitization,
orders and agreements.
j) PowerS 10 Make GiftS. My agent shaH have the power from time to time, to
make such gifts of my assets, whether principal or income, as my agent in
his or her sole discretion shall determine, provided that the making of such
gifts shall in an respects be in accordance with the standards established in
W.S. § 3-3-801.
k) Power to Disclaim. My agent shall have the power at any time to disclaim
on my behalf any gift, devise, bequest, or inheritance to be received by me.
1) Powarto Transfer Assa_To An Existing. Trus~ My agent shall have the
power to transfer any assets in which I have an ownership interest to any
trust I have heretofore created by written agreement or declaration.
2. Interpretation and Govemina 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 my agent. this instrumentis 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 the construction of its provisions.
3. Third-Party Reliance. Third parties may rely upon the representations of my agent
as to aU matters reJating to any power granted to my agent, and no personwho may
act in reliance upon the representations of my agent or the authority granted to my
agent shall incur any liability to me or my estate as a result of permitting my agent to
exercise any power.
4. Disability of Principal. This General Power of Attorney shall not become
ineffective by my disabHity.
5. Termination. This power of attorney shall remain in full force and effect unless,
and untir, revoked in accordance with the provisions of W.S. §3-5-103, or in
accordance with the provisions of W.S. § 3-5-101 (c). My agent is hereby granted
the power to furnish to any and all parties, in my agent's sole discretion, a
photocopy of this instrument, with appended thereto a certification by my agent that
this instrument is still in full force and effect, and all parties dealing with my agent
areentitJed 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
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and all Powers of Attorney, Genera1 or Special, Durable -or not,heretofore-executed
by the undersigned, and hereby grants to my 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, I have executed this General Durable Power of Attorney
in counterparts, and I have directed that photographic copies of this power be made, which
shaU have the same force and effect as an original.
DATED this -.ll.L day of November, 2007.
\) ""Vt\\'"\ -so~
w. JOSHUA GALLOWAY
STATE OF ALASKA )
)88.
BOROUGH OF KENAI )
'. The foregoing instrument, Power of Attorney, was acknowledged before me this
~ day of November. 2007. by W. JOSHUA GALLOWAY.
Witness my hand and official seal.
. A/~; f&~ef
N~ta~ R~blic
Notary PUblic
ANGIE BELL
State of Alaska
My Commission Expires Apr. 18, 2009