Board of Directors Minutes

BOARD OF DIRECTORS MINUTES

These are the minutes of a meeting of the Board of Directors of Company Name: held on Date: at Time: at Location: . The meeting was called to order by Presiding Officer: .

RECITALS

WHEREAS, the Board of Directors of the Company is vested with authority to manage and govern the business and affairs of the Company pursuant to the Company's governing instruments and applicable law; and

WHEREAS, notice of the meeting was duly given in accordance with the bylaws of the Company, and a quorum of directors was present or represented by duly authorized proxies such that the Board may lawfully conduct business; and

WHEREAS, the Board has convened to consider and act upon the matters set forth in the agenda distributed to directors; NOW, THEREFORE, the actions taken at the meeting are recorded as follows.

1. CALL TO ORDER, ATTENDANCE AND QUORUM

The following directors and officers were present in person or via permitted electronic means:

The following directors were absent:

A quorum was present: Yes No

2. APPROVAL OF AGENDA

The proposed agenda was presented and discussed. The Board considered additions and amendments described below. The Board resolved to approve the agenda as presented/modifed.

Vote on approval of agenda: For ; Against ; Abstain . The agenda approval resolution was adopted by the Board in accordance with the vote recorded above.

3. APPROVAL OF PRIOR MINUTES

The minutes of the prior meeting held on Date: were presented for approval. After discussion, the following action was taken:

Motion to approve minutes: Moved by ; Seconded by . Vote: For ; Against ; Abstain .

4. REPORTS

The following reports were presented to the Board and discussed. Summaries and material points are recorded below.

5. RESOLUTIONS AND ACTIONS

The Board considered and acted upon the following resolutions. Each resolution set forth below was read, discussed, and voted upon in the form presented unless otherwise indicated.

Action taken on Resolution 1: Adopted Yes Rejected Yes Vote: For ; Against ; Abstain .

6. CONFLICTS OF INTEREST

Each director was afforded the opportunity to disclose any actual, potential, or perceived conflicts of interest related to the matters before the Board. Disclosures made and any recusals are summarized below.

7. ADJOURNMENT

There being no further business, the meeting was adjourned at Time: .

CERTIFICATION OF MINUTES

I certify that the foregoing minutes are a true and correct record of the proceedings of the Board of Directors meeting referenced above and that they were duly approved by the Board on Date: .

GOVERNING LAW

These minutes shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

These minutes constitute the complete and final record of the matters addressed at the meeting and supersede any prior oral or written statements with respect to the proceedings reflected herein.

SEVERABILITY

If any provision of these minutes is held invalid or unenforceable by a court of competent jurisdiction, the remainder of these minutes shall remain in full force and effect to the fullest extent permitted by law.

NOTICES

AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to these minutes shall be effective only if approved by the Board and reflected in a subsequent set of minutes. No waiver of any provision shall be valid unless in writing and signed by the party granting the waiver. These minutes may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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