Legal Company Management Resolution

LEGAL COMPANY MANAGEMENT RESOLUTION

Company Name: , a corporation duly organized and existing under the laws of the State of Incorporation: , with principal place of business at (the "Company"), hereby adopts the following resolution.

RECITALS

WHEREAS, on Day Month Year the Board of Directors or Managers of the Company met at for the purpose of considering management appointments and authorizations;

WHEREAS, notice of such meeting was duly given, or such meeting was duly held in accordance with the Company's governing documents, and a quorum was present and acting throughout; and

WHEREAS, the Board determines that it is in the best interests of the Company to appoint certain officers and to delegate specified management and execution authorities as set forth below.

NOW, THEREFORE, BE IT RESOLVED

1. APPOINTMENT OF OFFICERS

The following individuals are hereby appointed to the offices indicated and shall hold such offices until their resignation, removal, replacement or until otherwise determined by the Board:

2. POWERS AND AUTHORITY

The appointed officer is authorized, on behalf of the Company, to take all actions and to execute and deliver all documents that such officer reasonably deems necessary or appropriate to carry out the business and affairs of the Company, including, without limitation, the powers specifically enumerated below. Such powers shall be exercised in accordance with the Company's governing documents and applicable law.

Specific authorities conferred include:

1. To negotiate, execute, deliver and amend agreements, contracts, leases and other instruments binding the Company where such instruments are in the ordinary course of business or as approved by the Board.
2. To employ, terminate and set compensation for employees, agents and independent contractors, and to engage professional advisors on behalf of the Company.
3. To manage, transfer, encumber, lease or dispose of Company assets to the extent consistent with the authority granted by the Board.
4. To commence, defend, settle and resolve litigation, claims or proceedings affecting the Company, subject to Board approval where required by the governing documents.

3. BANKING AND FINANCIAL AUTHORITY

The officer is authorized to establish and maintain banking and financial relationships in the name of the Company, to open, close and maintain accounts, to endorse checks and instruments, and to execute any agreements necessary to effect such relationships.

4. EXECUTION OF DOCUMENTS

The authorized officer may execute and deliver, in the name and on behalf of the Company, contracts, deeds, mortgages, security agreements, financing statements, guaranties and other instruments and documents and may affix the corporate seal where required. The signature of any such authorized person on any document shall be conclusive evidence that the Board has authorized the execution, delivery and any related transactions contemplated thereby.

5. RATIFICATION

All actions heretofore taken by any officer or agent of the Company within the scope of the authorities described in this Resolution are hereby ratified, confirmed and approved in all respects.

6. EFFECTIVENESS AND DURATION

This Resolution shall be effective immediately upon its adoption by the Board and shall remain in full force and effect until amended or revoked by further resolution of the Board. The Board may at any time revoke, limit or modify the authorities granted herein.

7. NOTICES

Notices required or permitted under this Resolution shall be sent to the Company's principal place of business or to such other address as specified in writing by the Company. Notices shall be effective upon receipt.

8. GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the State of Incorporation without regard to conflicts of law principles.

9. ENTIRE AGREEMENT

This Resolution constitutes the entire agreement of the Board regarding the subject matter hereof and supersedes any prior resolutions or understandings concerning such subject matter.

10. SEVERABILITY

If any provision of this Resolution is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the original intent to the fullest extent permitted by law.

11. AMENDMENTS; WAIVER

This Resolution may be amended, modified or supplemented only by an instrument in writing signed by the Board. No waiver of any provision hereof shall be valid unless in writing and signed by the Board.

12. COUNTERPARTS

This Resolution may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and all such counterparts together shall constitute one and the same instrument.

13. CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors or Managers of the Company at a meeting duly held and that such resolution is in full force and effect as of the date indicated below.

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