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RI-PC-AM SAMPLE ANNUAL MINUTES RHODE ISLAND PROFESSIONAL SERVICE CORPORATION Modify to suit your needs. Instructions Name of Corporation Name of Corporation . Annual Minutes for Shareholders and DirectorsMINUTES OF ANNUAL ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF _____________________________________ IN LIEU OF AN ANNUAL MEETING THEREOF These Consent Minutes describe certain annual actions taken by the Shareholders and the Board of Directors of _________________________________________, a Rhode Island Professional Corporation, in lieu of an annual meeting thereof and pursuant to Rhode island law. Any action required or permitted to be taken at an annual Shareholders' or Board of Directors' meeting of a Rhode Island business corporation may be taken without a meeting if the action is taken by all the Shareholde rs 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 Sharehol ders 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 evidenced by the signatures of the Shareholders and Directors of the corporation affixed hereto. The Shareholders and Directors acknowledge that it is necessary or desirable to take various annual actions in connection with the corporation in accordance with Rhode Island General Corporation Law. Therefore, the undersigned, Shareholders and Directors, being all of the Shareholders entitled to vote on these matters 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 annual 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 actions of the 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: Name Address ____________________ ________________________ ________________________ ________________________ ________________________ ______________________ ________________________ ________________________ ________________________ ________________________ _______________________ ________________________ ________________________ ________________________ ________________________ Approval of Actions by Directors: RESOLVED, that the actions of Board of Directors taken in the preceding year on behalf of the corporation be and they are hereby accepted, ratified and approved. 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 ________________________________________ Secretary _________________________________________ Treasurer _________________________________________ Payment of Expenses: RESOLVED, that the payment of corporate expenses by the Secretary of the Corporation is hereby approved, ratified and accepted. 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. Name of corporation Date of meeting Signatures of shareholders and directors Secretary signature THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE, AND ALL THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF _____________________________ DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ACTIONS OF THE SHAREHOLDERS AND DIRECTORS OF SUCH RHODE ISLAND BUSINESS IN ACCORDANCE WITH THE RHODE ISLAND LAW, AND IN LIEU OF AN ANNUAL MEETING THEREOF, TO BE EFFECTIVE AS OF _____________________________. __________________________________________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder ATTEST: __________________________________ Secretary