Change of Corporate Secretaries Form

CHANGE OF CORPORATE SECRETARIES FORM

This Change of Corporate Secretaries Form is executed effective as of by and between Corporation Name: , a corporation organized under the laws of , with principal office at (the "Corporation"), and Incoming Secretary Name: , whose address is (the "Secretary").

RECITALS

WHEREAS, the Corporation currently holds corporate records and maintains an office and officers pursuant to its articles and bylaws and applicable law; and

WHEREAS, the Corporation desires to effect the removal or resignation of the current corporate secretary and to appoint a new corporate secretary to perform the duties, attestations and recordkeeping functions associated with that office; and

WHEREAS, the parties wish to set forth the terms governing the appointment, transfer of records and authority of the incoming Secretary.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. APPOINTMENT

Effective as of the Effective Date specified above, the Corporation hereby appoints the individual identified as Incoming Secretary Name to serve as Corporate Secretary of the Corporation, to hold such office until removed or replaced in accordance with the Corporation's bylaws and applicable law. Outgoing Secretary Name: is hereby removed or accepted as resigned effective as of the Effective Date.

2. DUTIES, POWERS AND AUTHORITY

The Secretary shall have the authority and responsibility to perform all duties customarily incident to the office of Corporate Secretary under the Corporation's governing documents and applicable law, including, without limitation: preparing and maintaining minutes of meetings of the board of directors and shareholders; authenticating corporate records; attesting corporate instruments and resolutions; maintaining the stock ledger and corporate seal, if any; and certifying copies of resolutions and records as required.

The Secretary is authorized to execute attestations, certifications and ministerial documents on behalf of the Corporation to effect filings and to communicate with third parties as necessary to discharge the duties of the office, subject to any limitations established by the board of directors in writing.

3. DELIVERY OF RECORDS

The Corporation and the outgoing secretary shall deliver to the incoming Secretary all corporate books, minute books, records, stock ledgers, corporate seals, electronic files, keys and any other materials relating to the Corporation's corporate governance within days following the Effective Date. The incoming Secretary shall acknowledge receipt of such materials in writing upon delivery.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it or he/she has full power and authority to enter into this Form, that the execution and performance of this Form has been duly authorized, and that this Form constitutes a valid and binding obligation enforceable in accordance with its terms. The Secretary represents that he/she is qualified and not subject to any legal prohibition preventing service as Corporate Secretary.

5. INDEMNIFICATION

To the fullest extent permitted by law and the Corporation's governing documents, the Corporation shall indemnify and hold harmless the Secretary against all losses, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by reason of any act or omission undertaken by the Secretary in the good faith performance of duties, provided that indemnitee's conduct is not finally adjudicated to constitute fraud, willful misconduct or a knowing violation of law.

6. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or when deposited in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice.

7. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the Corporation, without regard to conflict of law principles. Any dispute arising out of or relating to this Form shall be resolved in the courts located within that jurisdiction.

8. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations and agreements, whether written or oral. If any provision of this Form is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means, including facsimile or electronic image, shall be treated as original signatures.

10. ADDITIONAL MATTERS

The Corporation shall take all corporate actions necessary to effectuate the appointment of the Secretary, including updating corporate records, notifying relevant regulatory authorities, and filing any required instruments or notices under applicable law. The Secretary agrees to execute and deliver such documents as may be reasonably required to carry out the intent of this Form.

Sign Now