Legal Annual Resolutions Template

LEGAL ANNUAL RESOLUTIONS TEMPLATE

Company Name:   State of Incorporation:

Principal Office:

Meeting Date:   Meeting Location:

RECITALS

WHEREAS, the board of directors of the corporation identified above convened on the date and at the place set forth above for the purpose of conducting the annual business of the corporation; and

WHEREAS, the directors and officers present have considered the affairs of the corporation, including corporate governance, election of officers, review of financial statements, and authorization of corporate acts necessary to carry out the business of the corporation; and

WHEREAS, the directors deem it desirable and in the best interests of the corporation to adopt the resolutions set forth below to evidence the actions authorized and ratified at the annual meeting;

NOW, THEREFORE, BE IT RESOLVED

1. ANNUAL MEETING MINUTES AND REPORTS

The minutes of the annual meeting held on the Meeting Date recorded above are hereby approved, and the financial statements and reports presented to the board for the fiscal year ending are hereby accepted and ratified in all respects.

2. ELECTION OF DIRECTORS AND OFFICERS

The following persons are elected or re-elected to serve in the offices set opposite their names until their successors are duly elected and qualified or until their earlier resignation or removal:

3. APPROVAL OF FINANCIALS; TAX MATTERS

The board hereby approves the corporate financial statements, the filing of tax returns for the fiscal period(s) indicated, and authorizes the Chief Financial Officer or other designated officer to prepare, sign and file all tax returns, reports and related filings necessary to comply with applicable law.

The Board authorizes the following individual to act as the principal tax contact for the corporation:

4. BANK ACCOUNTS AND AUTHORIZED SIGNATORIES

The corporation is authorized to open and maintain bank accounts in the name of the corporation and to execute such banking resolutions and agreements as required by the financial institution. The following persons are authorized signatories on the corporation's accounts to the extent set forth by the bank:

5. RATIFICATION OF PRIOR ACTS

All acts, contracts, agreements, corporate actions and resolutions undertaken by the officers and directors of the corporation prior to the date hereof and within the scope of their authority are hereby ratified and confirmed in all respects.

6. DELEGATION OF AUTHORITY

The officers of the corporation are authorized, empowered and directed to take any and all actions and to execute and deliver any and all documents deemed necessary or advisable to implement the foregoing resolutions, including the delegation of authority to subordinates as appropriate.

7. NOTICES

All notices, demands and communications required or permitted to be given in connection with these resolutions shall be in writing and delivered to the officers at the principal office address provided above or to such other address as an officer may designate in writing.

8. AMENDMENTS; WAIVER; COUNTERPARTS

These resolutions may be amended or rescinded at any meeting of the board or by unanimous written consent of the directors. No waiver of any provision of these resolutions shall be effective unless in writing and signed by a duly authorized officer. These resolutions may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

These resolutions shall be governed by and construed in accordance with the laws of the State of . These resolutions constitute the entire record of the actions taken at the meeting and supersede any prior inconsistent resolutions. If any provision herein is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CERTIFICATION

I hereby certify that I am the duly appointed and acting Secretary of the corporation and that the foregoing resolutions were duly adopted by the board of directors, that such resolutions are in full force and effect as of the date set forth below, and that the actions taken are within the corporation's authority.

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