Fill and Sign the How to Hold and Document a California Corporations Shareholder Form

CA -PC -AM SAMPLE ANNUAL MINUTES CALIFORNIA PROFESSIONAL CORPORATION NOTE: In the Organizational Minutes, the By -Laws, and the Annual Minutes, all provisions regarding shareholders, officers, and directors provide the each shareholder, each officer, and each director, notwithstanding statutory provisions which allow differ ently (See Introduction), must be licensed to practice the subject profession in California. ADAPT TO FIT YOUR NEEDS. Instructions Name of Corporation Name of Corporation Na me and address of directors Annual Minutes for Shareholders and Directors MINUTES 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 California Professional Corporation , pursuant to the California General Corporation Law (Corporations Code, Title 1, Division1), which provides that any action required or permitted to be taken at an annual Share holders' or Board of Directors' meeting of a California business corporation may be taken without a meeting if the action is taken by all the Shareholders entit led 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 corporatio n 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 affi xed 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 California Corporations Code. Therefore, the undersigned, Shareholders and Dire ctors, 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 Shareh olders' 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 joi nt 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 ele cted 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 du ly elected and qualified: Name Address ____________________ ________________________ ________________________ Name of Officers elected ________________________ ________________________ ______________________ ________________________ ________________________ ________________________ ________________________ _______________________ ________________________ ________________________ ________________________ ________________________ 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 se rve 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 a nd qualified: Office Name President ___________________________ Chief Financial Officer ___________________________ 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 : Name of corporation Date of meeting Signatures of shareholders and directors Secretary signature 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 SHAREHOLDERS AN D 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 SHARE HOLDERS AND DIRECTORS OF SUCH CALIFORNIA GENERAL CORPORATION LAW (CORPORATIONS CODE, TITLE 1, DIVISION1) , AS AMENDED, AND IN LIEU OF AN ANNUAL MEETING THEREOF, TO BE EFFECTIVE AS OF _____________________________ . _________________________________ ____________________________ _____ Shareholder and Director _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder ATTEST: ______________________________ _____________________, Secretary