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Directors in the Engineering Conference Room 700 Main Form

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Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger Whereas, in the opinion of this Board of Directors of ____________________________ (Name of Corporation) , a Merger of this Corporation and ________________________ (Name of constituent corporation) is advisable; Now, therefore, it is: RESOLVED , that ________________________________________________________ ____________________________________________ (names and offices of officers) of this Corporation are authorized and directed to negotiate with the proper officers of ____________________________ (Name of constituent corporation) for the purpose of merging the two Corporations; FURTHER RESOLVED, that _______________________________________________ _____________________________________________ (names and offices of officers) of this Corporation are authorized and directed to execute in the name of this Corporation all documents necessary for the proposed merger. I have executed th ese Minutes as Secretary, and affixed the seal of the Corporation , on ______________________ (date). ________________________________ (Signature of Secretary) ________________________________ (Printed Name of Secretary) SEAL

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