Corporate SEC Minutes Template

CORPORATE SEC MINUTES

These are the minutes of a meeting of the Board of Directors of Corporation Name: (the "Corporation") held on Day: Month: Year: at Location: .

Present at the meeting were Chairperson: and Secretary: and the directors and officers listed on the attendance record attached hereto.

RECITALS

WHEREAS, the Board has considered the Corporation's proposed filing with the United States securities regulator of a registration statement and related prospectus or other disclosure documents in respect of securities of the Corporation (the "Proposed Filing"); and

WHEREAS, the Board has received and reviewed the proposed form and substance of the registration statement, prospectus, underwriting agreement, related exhibits and ancillary documents necessary or desirable to effect the Proposed Filing and to consummate any related offering (collectively, the "Filing Documents"); and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation to authorize the Proposed Filing and to authorize certain officers to take actions and execute documents in connection with and incidental to such Proposed Filing.

NOW THEREFORE, BE IT RESOLVED, that the following resolutions are adopted by the Board of Directors of the Corporation.

1. MEETING AND QUORUM

The Chairperson reported that notice of the meeting had been duly given in accordance with the Corporation's bylaws and applicable law and that a quorum of the Board of Directors was present and that the meeting was properly constituted to transact business.

2. AUTHORIZATION OF FILING

RESOLVED, that the Board hereby approves the Proposed Filing and authorizes the Corporation to prepare and file a registration statement or similar disclosure documents with respect to: Securities to be Issued/Offered: (the "Securities"), and to effect any offering, sale or registration of the Securities on such terms as set forth in the Filing Documents.

3. AUTHORIZATION TO EXECUTE AND DELIVER DOCUMENTS

RESOLVED, that the officers of the Corporation, including but not limited to the Chairperson and the Chief Executive Officer, be and hereby are authorized and empowered, in the name and on behalf of the Corporation, to execute and deliver all such registration statements, prospectuses, underwriting agreements, lock-up agreements, officer certificates, and any other documents, instruments and certificates and to take such further actions as such officers, in their discretion, may deem necessary or advisable to effect the Proposed Filing and any related offering (collectively, the "Authorized Documents"); provided that the material terms of any underwriting or similar agreement shall be reported to the Board as soon as practicable.

4. DELEGATION OF AUTHORITY

RESOLVED, that any officer of the Corporation is authorized to appoint counsel, accountants, underwriters and other agents and advisors as such officer shall deem appropriate and to negotiate, approve and execute engagement letters and agreements on such terms as such officer determines to be in the best interests of the Corporation.

5. REPRESENTATIONS AND COVENANTS

RESOLVED, that the Board confirms that, to the best of its knowledge, the Corporation has made all requisite corporate and regulatory determinations required to authorize the Proposed Filing and that the officers executing the Authorized Documents are authorized to make, on behalf of the Corporation, such representations and warranties and to give such covenants and certifications as may be required in connection with the Authorized Documents, subject to prior review by counsel where appropriate.

6. MINUTES AND RECORDS

RESOLVED, that the Secretary is directed to insert into the minute book of the Corporation a true and correct copy of these minutes and any resolutions and documents adopted or approved at the meeting and to certify such minutes when necessary for corporate or regulatory purposes.

7. ADDITIONAL DIRECTIONS

RESOLVED, that the Board authorizes the officers to take any further actions and to execute and deliver any further instruments or documents as may be necessary or desirable to carry out the intent and purpose of the foregoing resolutions.

NOTICES

All notices, requests, consents and other communications required or permitted under these minutes shall be in writing and delivered to the Corporation at the address set forth below or to such other address as the Corporation may designate by notice given in accordance with this provision.

GOVERNING LAW

These minutes and the actions authorized herein shall be governed by and construed in accordance with the laws of State of Incorporation: without regard to conflicts of law principles.

ENTIRE AGREEMENT

These minutes constitute the complete record of the decisions of the Board of Directors with respect to the matters addressed herein and supersede any prior oral or written understandings with respect to such matters.

SEVERABILITY

If any provision of these minutes is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

AMENDMENTS; WAIVER

Any amendment or waiver of any provision of these minutes must be in writing and signed by the persons authorized to take action on behalf of the Corporation. No failure or delay by the Board in exercising any right hereunder shall operate as a waiver thereof.

COUNTERPARTS

These minutes 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 accepted as original signatures for all purposes.

CERTIFICATION OF MINUTES

I, Secretary Name: , do hereby certify that the foregoing is a true and correct record of the proceedings of the Board of Directors of the Corporation, and that such proceedings were duly held in accordance with the Corporation's articles of incorporation and bylaws.

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