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8-K - DIEGO PELLICER WORLDWIDE, INCform8-k.htm

 

Exhibit 99.1

 

DIEGO PELLICER WORLDWIDE, INC.

 

UNANIMOUS WRITTEN CONSENT OF THE

 

BOARD OF DIRECTORS

 

IN LIEU OF A SPECIAL MEETING

 

Dated as of March 8, 2018

 

Pursuant to Section 141(f) of the Delaware General Corporate Law and the by-laws of

 

Diego Pellicer Worldwide, Inc., a Delaware corporation (the “Corporation”), the undersigned,

 

representing all of the members of the Board of Directors of the Corporation (the “Board”), hereby

 

consent to and adopt the following resolutions and take the following actions with the same force

 

and effect as if such resolutions had been duly adopted and such actions duly taken at a meeting

 

of the Board duly called and convened for such purpose on the date first set forth above, with a

 

full quorum present and acting throughout:

 

WHEREAS, as a result of the resignation of Stephan L. Norris from the Board of Directors

 

of the Corporation on January 18, 2018, there is a current vacancy on the Board which, pursuant to

 

Article III, Section 8 of the Bylaws of the Corporation, may be filled by the affirmative vote of the

 

majority of the remaining members;

 

WHEREAS, Company Management has nominated Nello Gontfiantini, currently serving

 

as the Corporation’s Chief Strategy Officer, to fill this Board vacancy.

 

NOW, THEREFORE, BE IT:

 

RESOLVED, that the undersigned, representing all of the current members of the

 

Corporation’s Board of Directors, hereby appoint Nello Gontfiantini to serve as a member of the

 

Board of Directors and fill the Board seat recently vacated by Stephan L. Norris, to serve as a

 

member of the Corporation’s Board until his successor is duly elected and qualified; and be it

 

further

 

RESOLVED, that the proper officers be, and each of them hereby is, authorized and

 

empowered to prepare, execute and file such governmental filings as may be necessary or required

 

by law in connection with the appointment of Nello Gontfiantini to serve on the Board, including,

 

but not limited to, the filing of a current report on Form 8-K with the U.S. Securities and Exchange

 

Commission; provided, further that this written consent shall be filed with the minutes of meetings

 

of the Board and shall be treated for all purposes as action taken by the Board at a meeting.

 

IN WITNESS HEREOF, the undersigned, representing all of the members of the Board, has executed

 

this Unanimous Written Consent of the Board of Directors of Diego Pellicer Worldwide, Inc. in Lieu

 

of a Special Meeting as of the date first above written.