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200111929 RESOLUTIONS OF THE BOARD OF DIRECTORS OF MORRIS COMMUNICATIONS CORPORATION WHEREAS, Morris Communications Corporation (the "Corporation "), a Georgia corporation, owns all of the issued and outstanding stock of Stauffer Communications, Inc. ( "Stauffer "), a Delaware corporation; and WHEREAS, in the opinion of the Board of Directors, it is advisable and in the best interests of the Corporation and its shareholders that Stauffer be merged with and into the Corporation, in order to provide for the more efficient operation and management of the businesses conducted by said corporations; and 'j WHEREAS, D.G.C.L. Section 253 and O.C.G.A. Section 14 -2 -1104 authorize the merger of a "subsidiary corporation" into a "parent corporation" without approval by a vote of the shareholders of the merging corporations; and WHEREAS, the merger would be carried out in accordance with the terms and provisions of the Plan of Merger, a copy ofwNch is attached as Exhibit "A ". NOW, THEREFORE, BE IT RESOLVED, that the Plan of Merger (substantially in the form attached as Exhibit "A ") be and the same hereby is, approved and adopted in accordance with D.G.C.L. Section 253 and O.C.G.A. Section14 -2 -1104; and FURTHER RESOLVED, that tha filing of Articles of Merger in Delaware and Georgia, and any other states deemed desirable, in such forms as the President may approve (collectively, the "Articles of Merger ") is hereby authorized and approved. The proper officers of the Corporation be, and they hereby are, authorized and directed to execute and deliver the Articles of Merger; and FURTHER r�ESOLVED, that the proper officers of the Corporation be, snd they hereby are, authorized and directed to do all such acts and things and to execute such documents, agreements, and certificates in the name of and on behalf of the Corporation, and to deliver or file such documents, agreements, and certificates when executed, and to take all such other action, with any such person, as is necessary to effectuate the merger, and to pay all filing fees and other fees, expenses and charges as they, or any of them, may deem necessary to effectuate the Plan of M and the full intent and purposes thereof. erger AVIC ,11 "6 ludrYw Ms+i • &..R.