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Sample Minutes of Corporation MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THE INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS OF ________________ IN LIEU OF THE ORGANIZATIONAL MEETING THERETO These Consent Minutes describe certain joint organizational actions taken by the Incorporators, Shareholders and the Board of Directors of ________________, a ____________ business corporation, in lieu of an organizational meeting thereof and pursuant to the laws of the state of __________. The Incorporators, Shareholders and Directors acknowledge that it is necessary or desirable to take various organizational actions in connection with the incorporation of corporation in accordance law. Therefore, the undersigned Incorporators, Shareholders and Directors, being all of the Shareholders entitled to vote on these matters, all the Incorporators and all of the members of the Board of Directors of the corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of organi za tional, Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of such meeting thereof, the following Acts and Resolutions as being the joint organizational actions of the Incorporators, Shareholders and Board of Directors, as if in a meeting duly assembled: Election of Directors: RESOLVED, that each of the following persons are hereby elected to serve as a member of the Board of Directors of the Corporation, and to hold said position until the next annual meeting of the Board of Directors or until the earlier of their resignation or removal, or until their respective successors shall be duly elected and qualified: _________________________ Approval of Actions by Incorporator: RESOLVED, that the actions of the Incorporator of the Cor poration, which have been presented to and reviewed by each director of the Corporation, whereby the Incorporator filed the Articles of Incorporation with the ____________ Secretary of State and thereby incorporated the Corporation, be and they are hereby accepted, ratified and approved. Resignation of Incorporator: - 1 - RESOLVED, that the resignation of ______________, as incorporator of ________________ is hereby accepted and the Secretary is directed to make the original part of the official minutes of the Corporation. Approval of Articles of Incorporation: RESOLVED, that the Articles of Incorporation of the Corpora tion, which have been presented to and reviewed by each director of the Corporation, are hereby approved, duplicate originals of such Articles of Incorporation having been filed on ________, 20______, with the Secretary of State of the State of ____________ and a copy of the Articles of Incor poration are hereby directed to be inserted in the minute book of the Corporation. Approval of By-Laws: RESOLVED, that the by-laws of the Corporation for the regu la tion of the business and affairs of the Corpora tion, which have been presented to and reviewed by each director of the Corporation, are hereby adopted and approved as the by-laws of the Corporation, and a copy of such by-laws is hereby directed to be inserted in the minute book of the Corpora tion and is incorporated by reference herein. Election of Officers: RESOLVED, that each of the following persons are hereby elected to serve as an officer of the Corporation, to hold the office or offices set forth opposite their respective names until the first annual meeting of the Board of Directors, until their earlier resignation or removal, or until their successors are duly elected and qualified: Office Name President Vice-President Vice-President Secretary-Treasurer Payment of Incorporation Expenses: RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to pay all fees and expenses inci dent to and necessary for the incorpora tion and organi za tion of the Corporation and that the officers of the Cor poration are hereby authorized and - 2 - directed to take and per form any and all other actions and to sign any and all docu ments necessary or inci dental to the completion of the organ iza tion of the Corporation. Adoption of Corporate Seal: RESOLVED, that the seal containing the name of the Corpora tion, an impression of which is affixed in the margin of this consent, is hereby adopted as the corporate seal of the Corporation. Adoption of Fiscal Year: RESOLVED, that the fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year. Adoption of Form of Common Stock Certificate: RESOLVED, that the form of stock certificate to evidence shares of common stock of the Corporation, which has been presented to and reviewed by each director of the Corpora tion, is hereby adopted as the form of stock certificate for the shares of common stock of the Corporation, a specimen thereof being attached hereto and incorporated by reference herein. Establishment of Par Value of Stock: RESOLVED, that the par value per share of the common stock of the Corporation be, and the same is, hereby established at One and 00/100 Dollar ($1.00). Issuance of Common Stock: RESOLVED, that in consideration of the payment, in cash, to or on behalf of, the Corporation of the amount of money specified below opposite her name, the sufficiency of which is hereby expressly acknowledged, the President and Secretary of the Corporation are hereby authorized and directed, upon receipt by, or by others on behalf of, the Corporation of such amount of money from the person specified below, to issue to such person a certificate or certificates representing the ownership by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as is also set forth below opposite his name: Name Shares Consideration RESOLVED FURTHER, that in consideration of the trans fer of all of the assets, whether tangible or intangible, listed on Exhibits A and B, respectively, the sufficiency and receipt of which is hereby expressly acknowledged, the President and Secretary of the Corporation are hereby author ized and directed to issue to each person specified below a - 3 - certifi cate or certificates representing the owner ship by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as are also set forth below oppo site their respective names: Name Shares Consideration Election of "S Corporation" Status: WHEREAS, the directors and stockholders of the Corpora tion have been advised of the advantages to the stock holders of the Corporation if the Corporation elects to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 20_________, as amended; THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended, for the current and succeeding tax years of the Cor poration; BE IT RESOLVED FURTHER, that such election be made and filed by the Corporation, together with the consents of its stock holders, within the time period specified and permitted by statute, and the officers of the Corpora tion are hereby authorized and directed, for and on behalf of the Corpora tion, to execute and file such election with the Internal Revenue Service and to take such other actions as may be necessary to effect such election for the current fiscal year of the Corporation. Election to Classify Stock as "§ 1244 Stock": WHEREAS, ________________ is a "small business corporation" as defined in the Internal Revenue Code and the regulations issued thereunder; and WHEREAS, the Directors desire to qualify the Corpora tion's stock as Section 1244 stock; IT IS, THEREFORE, RESOLVED, that ________________hereby adopts a plan to have its stock classified as Section 1244 stock and offered for sale as such; RESOLVED FURTHER, that the maximum amount to be received by this Corporation in consideration for its stock to be issued pursuant to this plan shall not exceed ______________ and no/100 Dollars ($_________). RESOLVED FURTHER, that the stock issued pursuant to this plan shall be issued only for money and other property, but excluding other stock or securities; and - 4 - RESOLVED FURTHER that the officers of this Corporation shall take such action as is necessary to carry this plan into effect and especially to keep such records as are required by the Internal Revenue Service. Authorization for Opening Bank Account: [Resolution Attached as Exhibit] RESOLVED, that ________________, ________________, ___ _____________, shall be the depository in which the funds of the Corpora tion shall be deposited. BE IT RESOLVED FURTHER that the appropriate officers of the Corporation shall be, and hereby are, authorized to open a bank account or accounts at said bank in the name of, and on behalf of, the Corporation, for the deposit of funds belong ing to the Corporation. BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts shall be signed by ________________ or ________________. BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts the form resolution of said bank (as completed) which appears in the form which is attached hereto and incorpor ated by reference herein, and the appropriate officers of the Corporation are hereby authorized to certify such form resolution of said bank as having been adopted by this Corporation and to furnish copies of this resolution to the said bank upon its request. Borrowing: RESOLVED, that only the duly elected officers of the Corpor a tion, acting either singularly or jointly as directed from time to time by resolution of the directors, be authorized to borrow money for, on behalf of, and in the name of the Corporation, but only pursuant to specific authorization by resolution of the Board of Directors as may from time to time be adopted. Business Operations: RESOLVED, that the President of the Corporation is hereby authorized and directed to hire and employ such supervisors, mechanics laborers, helpers, office personnel and other workers as she deems necessary for the effective operation of the Corporation's business; and RESOLVED FURTHER, that the President of the Corporation is hereby authorized to pay all employees and workers of the Corporation such salary, wage and other compensation as she shall deem appropriate from time to time; and - 5 - RESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of day-to-day operations of the Corporation's business as she deems justified and appropriate. Filing of Consent: RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation. THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE, ALL INCORPORATORS AND THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF ________________ DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZA - TIONAL ACTIONS OF THE INCORPORATORS, SHARE HOLDERS AND DIRECTORS OF SUCH CORPORATION AND IN LIEU OF AN ORGANIZATIONAL MEETING THEREOF, TO BE EFFECTIVE AS OF _____________. _________________________________ ________________, Incorporator _________________________________ ________________, Shareholder and Director _________________________________ ________________, Shareholder and Director _________________________________ ________________, Shareholder ATTEST: _____________________________________________, Secretary RESIGNATION OF INCORPORATOR - 6 - I, the undersigned ________________, do hereby resign as incorporator of ________________, a ________________ corporation, effective the ___st day of ______, 20____. _______________________________________________ - 7 - CONSENT, WAIVER AND RESOLUTION BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF _____________________ IN LIEU OF THE [regular or special] MEETING THEREOF These Consent Minutes describe certain joint organizational actions taken by the Shareholders and the Board of Directors of _____________________, a ____________ business corporation, without a meeting of action taken by all the Shareholders entitled to vote on the action, and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action, and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote. Such consent herein and hereto is evi denced by the signatures of the Shareholders and Directors of the corporation affixed hereto. RESOLVED, that [[state action]] THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE, AND THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF _____________________ DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZA TIONAL ACTIONS OF THE SHARE - HOLDERS AND DIRECTORS OF SUCH CORPORATION. _________________________________ ________________, Shareholder and Director _________________________________ ________________, Shareholder and Director _________________________________ ________________, Shareholder ATTEST: ___________________________________________________, Secretary - 8 - RESOLUTION OF [THE SHAREHOLDERS AND BOARD OF DIRECTORS] OF ________________, INC. BE IT RESOLVED BY THE [SHAREHOLDERS AND/OR DIRECTORS] of _____________, a __________ Corporation as follows: [state action here] This resolution was adopted the [Shareholders and/or Directors] of the Corporation at a [regular/special] meeting of the Corporation held on the ____ day of ________, 20_____. ____________________________________________ ________________, Shareholder and Director ____________________________________________ ________________, Shareholder and Director ATTEST: ______________________________ Secretary - 9 -