Legal Voting Sheet

LEGAL VOTING SHEET

Organization Name:    Organization Address:

Voter Name:    Role/Title:

Meeting Date:    Meeting Location:

RECITALS

WHEREAS, the Board of Directors or members of the Organization have convened or authorized action by written consent for the purposes set forth in the agenda for the meeting held on the Meeting Date; and

WHEREAS, the Voter is a duly authorized director, officer, shareholder, or member entitled to vote on corporate or organizational matters under the Organization's governing instruments and applicable law; and

WHEREAS, the parties desire to record the Voter's votes on the matters presented in a formal Voting Sheet for inclusion in the minutes or official records of the Organization;

NOW THEREFORE

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Voter hereby certifies and records the votes set forth below and agrees to be bound by the certifications and representations in this Voting Sheet.

1. DEFINITIONS

For purposes of this Voting Sheet: "Organization" means the entity identified above; "Voter" means the individual or entity casting the vote; "Resolution" means any matter submitted for vote as described in Section 2.

2. VOTING ITEMS

The Voter's selections on each Resolution below are indicated by marking the applicable box. Each Resolution is accompanied by a brief description. If multiple items are presented, identify each by number.

If additional resolutions were considered, attach further sheets or complete the box below.

3. PROXY AUTHORIZATION (OPTIONAL)

The Voter may appoint a proxy to vote on the Voter's behalf by completing the following designation. This proxy designation is effective only if expressly authorized by the Organization's governing documents or applicable law.

I hereby appoint the named proxy to vote on my behalf for the matters described in this Voting Sheet.

Proxy Authorization: Authorize all matters    Authorize only specified items (see Additional Resolutions)

4. CERTIFICATIONS AND REPRESENTATIONS

The Voter certifies that the Voter is entitled to vote the number of votes represented by the Voter, that the selections on this Voting Sheet truthfully reflect the Voter's intentions, and that the Voter has the authority to execute this Voting Sheet. The Voter further represents that no law, contract, or restriction precludes the Voter from casting the votes indicated.

The Organization shall rely on the representations in this Voting Sheet in recording votes and taking corporate or organizational action. The Voter agrees to indemnify the Organization for any claims arising from material misrepresentations in this Voting Sheet.

5. NOTICES

All notices, demands, or communications required or permitted under this Voting Sheet shall be in writing and delivered to the addresses set forth below or such other address as a party may specify by written notice.

6. MISCELLANEOUS

Governing Law: This Voting Sheet shall be governed by and construed in accordance with the laws of the state of the Organization's primary jurisdiction, without regard to conflict of law principles.

Entire Agreement: This Voting Sheet constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contemporaneous agreements, understandings, and communications concerning such subject matter.

Severability: If any provision of this Voting Sheet is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and such invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

Amendments and Waiver: No amendment, modification, or waiver of any provision of this Voting Sheet shall be effective unless in a writing signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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