Fill and Sign the Ky Pc Am Form

KY-PC -AM SAMPLE ANNUAL MINUTES KENTUCKY PROFESSIONAL SERVICE CORPORATION Modify to suit your needs. Instructions Name of Corporation Name of Corporation Name 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 Share holders and the Board of Directors of _________________________________________, a Kentucky Professional Service Corporation, in lieu of an annual meeting t hereof and pursuant to the Kentucky Business Corporation Act (Kentucky Revised Statutes, Ti tle XXIII, Chapter 271B) which provides that any action required or permitted to be ta ken at an annual Shareholders' or Board of Directors' meeting of a Kentucky busine ss corporation may be taken without a meeting if the action is taken by all the Shareholders entitled to vote on the action and all members of the Board and is evide nced 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, w ith such consent to have the effect of a unanimous meeting vote. Such consent herei n 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 de sirable to take various annual actions in connection with the corporation in accordance wi th Kentucky Business Corporation Act. Therefore, the undersigned, Shareholders and Directors, being all of the Shareholders entitled to vote on these mat ters 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 collec tively adopt, by consent and without the necessity and formality of convening, a nd 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 earli er of their resignation or removal, or until their respective successors s hall be duly elected and qualified: Name Address ____________________ ________________________ ________________________ Name 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 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 Direc tors, until their earlier resignation or removal, or until their successors are duly e lected and qualified: Office Name President ___________________________ Vice-President ___________________________ Secretary ___________________________ 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 m ake the original of this consent part of the official minutes of the Corporat ion to be filed in the minute book of the Corporation. 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 KENTUCKY BUSINESS IN ACCORDANCE WITH THE KENTUCKY BUSINESS CORPORATION ACT (KENTUCKY REVISED STATUTES, TITLE XXIII, CHAPTER 271B), AND IN LIEU OF AN ANNUAL MEETING THEREOF, TO BE EFFECTIVE AS OF _____________________________. _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder ATTEST: ______________________________, Secretary