Legal Minutebook Template

LEGAL MINUTEBOOK TEMPLATE

This Legal Minutebook (the "Minutebook") is prepared by and between Company Name: and Corporate Secretary: . The Company is a Corporation Limited Liability Company Partnership Other organized under the laws of Jurisdiction: and having its principal office at .

RECITALS

WHEREAS, the Company maintains a Minutebook in which corporate records, minutes, resolutions, officer consents, and other official documents are recorded and preserved for inspection and evidentiary purposes;

WHEREAS, the board of directors and officers have determined that formal, contemporaneous minutes and properly executed resolutions and consents are necessary to document corporate governance actions and to maintain statutory and contractual compliance; and

WHEREAS, this Minutebook shall serve as the official repository for those actions and shall include a contemporaneous record of meetings, consents, and filings as set forth herein.

NOW THEREFORE, in consideration of the foregoing recitals and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company establishes and adopts the following Minutebook protocol and record of actions.

1. MEETING OF THE BOARD OF DIRECTORS

Date of Meeting: ; Time: Place:

A quorum was present: Number of directors present:

2. RESOLUTIONS AND ACTIONS

Resolutions were proposed and considered. Each resolution adopted is set forth below with the vote tally and any conditions for effectiveness.

Vote: For Against Abstained

The foregoing resolution is adopted and shall be effective as of the date of this meeting, subject to any conditions or required filings described herein.

3. UNANIMOUS WRITTEN CONSENT

Actions may be taken by unanimous written consent of the directors in lieu of a meeting. Executed written consents documenting such actions are hereby incorporated into this Minutebook and shall have the same force and effect as minutes of a meeting duly held.

Written Consent Executed:

4. OFFICER APPOINTMENTS AND AUTHORIZATIONS

Officer Name: Title: Term or Effective Date:

5. CORPORATE RECORDS, FILINGS AND DOCUMENTS

The Minutebook shall contain true and correct copies of Articles of Incorporation, Certificates of Formation, Bylaws, shareholder or member agreements, stock or membership ledgers, stock certificates, filed financing statements, and any material filings with governmental authorities.

6. CERTIFICATION OF MINUTES

I hereby certify that the foregoing minutes are a true and correct record of the proceedings of the meeting or action described above, and that the actions contained therein have been duly adopted in accordance with the governing documents of the Company and applicable law.

7. NOTICES

All notices, demands, and communications required or permitted under corporate governance procedures shall be in writing and delivered to the addresses set forth in the Minutebook. Notice is effective upon personal delivery, upon receipt by electronic transmission if receipt is confirmed, or three business days after deposit with a nationally recognized carrier if mailed.

8. GENERAL PROVISIONS

Governing Law: This Minutebook and any dispute arising out of the interpretation or effect of the actions recorded herein shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation or organization of the Company, without regard to principles of conflicts of law.

Entire Agreement: This Minutebook constitutes the complete and exclusive written record of the matters recorded herein and supersedes all prior written or oral statements concerning the matters documented in this Minutebook to the extent such statements relate to the same actions.

Severability: If any provision of this Minutebook is held to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Amendments and Waiver: No amendment to the records or protocol set forth herein shall be effective unless recorded in writing and signed by the Board or an authorized officer. No failure or delay in exercising any right shall operate as a waiver.

Counterparts: This Minutebook and any resolutions or consents incorporated herein may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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