Fill and Sign the At the Offices of the Corporation Insert Address on 19 Pursuant Form

22.04[4][b] Form: Minutes of Organization Meeting MINUTES OF ORGANIZATION MEETING OF THE BOARD OF DIRECTORS OF _____ CORPORATION An organization meeting of the Board of Directors of _____ Corporation was held at the offices of the Corporation, [insert address], on ____, 19 ____, pursuant to a written Waiver of Notice signed by all of the Directors named in the Certificate of Incorporation fixing the time and place aforesaid. The following Directors were present in person: ________________________________________ and Messrs. _____ and _____ participated by conference telephone. Upon motion duly made and carried, _____ was elected temporary Chairman and _____ was chosen Secretary of the meeting. The Chairman reported that the original Certificate of Incorporation was filed in the Office of the Secretary of State of the State of Delaware on ____, 20____, that the state tax and other fees incident to the filing thereof had been paid to the State of Delaware. The Secretary presented a copy of said certified copy of the Certificate of Incorporation and, on motion, it was ordered that said copy be inserted in the Minute Book of the Corporation following the minutes of this meeting. The Secretary presented and read the Waiver of Notice of this meeting, duly signed by all of the Directors as aforesaid, which waiver, on motion, was ordered to be inserted in the Minute Book of the Corporation following the minutes of this meeting. The Secretary presented a form of Bylaws for the regulation of the affairs of the Corporation, which was read article by article and unanimously adopted. Upon motion duly carried, it was ordered that the said Bylaws as adopted be inserted in the Minute Book following the minutes of this meeting. Upon motion made, seconded and unanimously carried, the following persons were elected to the offices set opposite their respective names, to hold such offices until their successors shall be duly elected and qualified. President ____________ Treasurer ____________ Secretary ____________ [Add any resolutions relating to powers of, or limitations to powers of officers.] Upon motion duly made, seconded and unanimously carried, the following resolution was adopted, viz.: RESOLVED, that the seal made in accordance with the By-Laws relating thereto, now presented to this meeting, an impression of which is directed to be made on the margin of these Minutes, be and the same hereby is, adopted as the seal of this corporation. RESOLVED, that the proposed form of stock certificate presented to and examined by the Directors is hereby adopted as the form of stock certificate for the common stock of this Corporation, and a specimen of such stock certificate shall be inserted in the minute book of the Corporation. Upon motion duly made, seconded and unanimously carried, the following resolution was adopted, viz.: RESOLVED, that the Treasurer be, and he hereby is, authorized to open a bank account in the name of the Corporation in the ___________ Bank for the deposit of funds of the Corporation, and in this connection the resolution contained in certificate of such bank attached hereto as Exhibit ____________ is hereby adopted and that (1) all checks, drafts, notes, bills of exchange, acceptances, undertakings, and other instruments or orders for payment, transfer, or withdrawal of money in the amount of One Thousand Dollars ($1,000.00) or less for whatever purpose and to whomever payable shall bear the signature of any one of the following: _____________________ or ________________________, and (2) all checks, drafts, notes, bills of exchange, acceptances, undertakings, and other instruments for payment, transfer, or withdrawal of money in excess of One Thousand Dollars ($1,000.00) for whatever reason and to whomever payable shall require the signature of any two of the following: _________________, ___________________, or __________________. The Chairman then reported that the Corporation had received the offer of ___________, to purchase __________ shares of the common stock of the Corporation for the purchase price of ___________ Dollars ($___________) per share. Thereupon, upon motion duly made, seconded and unanimously carried, the following resolution was adopted, viz.: RESOLVED, that the appropriate officers of this corporation are hereby authorized and directed to accept the offer of __________ to purchase __________ (___________) shares of the common stock of the Corporation for the price of __________ ($__________), such consideration to be allocated $_____________ to the stated capital account [par value] on the Corporation's books, and $___________ to the surplus account on the Corporation's books; and FURTHER RESOLVED that the appropriate officers of this corporation be, and they hereby are, authorized and directed to execute and deliver certificates evidencing such shares in exchange for the said purchase price. There being no further business, on motion duly made, seconded and unanimously carried, the meeting was adjourned. __________________________________ Secretary