Corporate Organization Resolutions

CORPORATE ORGANIZATION RESOLUTIONS

Corporation Name: State of Incorporation: Date of Incorporation:

Principal Office Address:

RECITALS

WHEREAS, the incorporator(s) and initial director(s) of the corporation identified above have caused articles of incorporation to be duly filed and effective under the laws of the state of on ; and

WHEREAS, the incorporator(s) have convened and the initial board of directors has been constituted and desires to take such organizational actions as are necessary or advisable to commence the business of the corporation;

WHEREAS, the incorporator(s) and/or board of directors deem it desirable and in the best interests of the corporation to adopt bylaws, appoint officers, authorize issuance of shares, open bank accounts, and take all actions incidental thereto.

NOW, THEREFORE, BE IT RESOLVED

1. Adoption of Bylaws. Resolved, that the form of bylaws presented to the board of directors is hereby adopted as the bylaws of the corporation, to govern the internal affairs and management of the corporation until altered or repealed by the board of directors or the shareholders in accordance with governing law.
   Bylaws adopted
2. Appointment of Directors and Officers. Resolved, that the following persons are appointed as the initial directors of the corporation to hold office until their successors are duly elected and qualified: Resolved further, that the following individuals are appointed to the offices set forth opposite their names, with the authority and duties prescribed by the bylaws:
3. Authorization to Open Bank Accounts; Signatory Authority. Resolved, that the officers listed above are authorized to open one or more banking accounts in the name of the corporation with such banks or financial institutions as they deem appropriate; that the officers are authorized to negotiate, endorse, execute and deliver checks, drafts, and other instruments on behalf of the corporation; and that the following named officers are each authorized signatories on behalf of the corporation for such accounts: Resolved further, that the banking institutions are authorized to rely upon certifications of incumbency and specimen signatures delivered by the corporation until notified in writing of their revocation.
4. Issuance of Shares. Resolved, that the corporation is authorized to issue shares in accordance with the articles of incorporation and applicable law; that the officers are authorized and directed to execute and deliver stock certificates (or electronic equivalents) and to take all actions necessary to effect the issuance and recording of shares to the named subscribers or purchasers:
5. Corporate Seal; Fiscal Year. Resolved, that the corporation may adopt a corporate seal in such form as the officers deem appropriate, and that the fiscal year of the corporation shall end on the last day of .
6. Ratification of Prior Acts. Resolved, that all acts taken by the incorporator(s), directors, and officers of the corporation prior to the adoption of these resolutions that are within the authority granted herein are hereby ratified, confirmed, and adopted as the acts and deeds of the corporation.
7. Further Acts. Resolved, that any officer of the corporation is authorized and directed to take any and all further actions and to execute and deliver any and all documents, instruments, and certificates as may be necessary or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions.

NOTICES

All notices, requests, demands and other communications required or permitted to be given under these resolutions shall be in writing and shall be deemed to have been duly given when delivered personally or when sent by certified mail, postage prepaid, or by nationally recognized overnight courier to the principal office address of the corporation set forth above or to such other address as a party shall designate by written notice to the other parties.

AMENDMENTS

These resolutions may be amended or repealed in whole or in part by a resolution of the board of directors or by action of the shareholders as provided by the bylaws and applicable law. Any amendment shall be effective only upon adoption in accordance with such procedures.

WAIVER

No waiver of any provision of these resolutions shall be effective unless in writing and signed by the party waiving compliance. The failure of any party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision.

GOVERNING LAW

These resolutions shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

ENTIRE AGREEMENT

These resolutions constitute the entire action of the board and incorporator(s) with respect to the organization matters addressed herein and supersede and replace any prior oral or written understandings with respect to such matters.

SEVERABILITY

If any provision of these resolutions is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of these resolutions shall remain in full force and effect.

COUNTERPARTS

These resolutions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

CERTIFICATION

I, the undersigned, hereby certify that I am the duly appointed and acting Secretary (or other authorized officer) of the corporation named above and that the foregoing resolutions were duly adopted by the incorporator(s) and/or board of directors at a meeting held on , at which a quorum was present and acting throughout, and that the resolutions are now in full force and effect.

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