Fill and Sign the Meeting Board of Form

Minutes of First Meeting of Board of Directors of       (Name of Corporation) The first meeting of the Directors named in the Articles of Incorporation of       , a       corporation, (Name of Corporation) (N ame of State) was held at       , on       , at (Street Address, City, County, State, Zip Code) (Date)       . (Time of Meeting) 1. Present and Absent Directors. Present at the meeting, and constituting a quorum of the full board were the following persons:       . (Names of Present Directors) The following persons were absent:       . (Names of Absent Directors) 2. Temporary Presiding Officer and Secretary. On motion and by unanimous vote       was elected Temporary Presiding Officer, (Name of Temporary Presiding Officer) and       was appointed Temporary Secretary of the (Name of Temporary Secretary) Meeting. 3. Call and Notice of Meeting. The Temporary Presiding Officer announced that this meeting was held pursuant to a call signed by a majority of the Directors, for the purpose of adopting Bylaws, electing officers, and transacting such other business as may come before the meeting, and that written notice of the time and place of the meeting had been sent to each Director by prepaid mail at least       days before the meeting; and, on motion duly (Number) made, seconded, and unanimously carried, a copy of the call and notice was made a part of the minutes of the meeting. 4. Filing of Certificate of Incorporation. It was reported by the Temporary Presiding Officer that the original A rticles of Incorporation were filed with the       (Title of Official) on       , and that a copy of the A rticles certified by the       (Date) (Title of Official) was filed in the office of the County Clerk of       , (Name of County)       , on       . A certified copy of the Articles of (Name of State) (Date) Incorporation showing the above filing was delivered to the Temporary Secretary, with directions to insert it in the minute book of the Corporation. Minutes of First Meeting of Board of Directors Page 1 of 7 5. Adoption of Bylaws. Bylaws prepared by the attorney of the Corporation were presented by the Acting Secretary. On Motion made, seconded, and unanimously carried, the following Resolution was adopted: Whereas, no Bylaws have been adopted governing the conduct of the Board of Directors; and Whereas, the Bylaws presented to this Meeting are suitable for the purpose and their adoption is in the best interest of the Corporation; Now, therefore, for these reasons it is now resolved that the Bylaws presented to this Meeting become the Bylaws of this Corporation effective immediately. It is Further Resolved that the Bylaws be authenticated as such by the Certificate of the Secretary of this Corporation and placed in the Minute Book of the Corporation, and that a full and true copy of the Bylaws, certified by the Secretary, be kept at the principal office of the Corporation for inspection by the Shareholders at all reasonable times during business hours. 6. Election of Officers. The Temporary Presiding Officer announced that the Bylaws provided for the election of a President, a Vice President, a Secretary, and a Treasurer. An election to fill these various offices was held and the following were declared by the Temporary Presiding Officer to be elected to the respective offices indicted after the names of each for the term provided in the regulations: Names of Officers Office       President (Name of President)       Vice President (Name of Vice President)       Secretary (Name of Secretary)       Treasurer (Name of Treasurer) Each elected officer was present at the meeting and assumed the duties of his or her position. The President replaced the Temporary Presiding Officer, and the Secretary replaced the Temporary Secretary of the meeting. 7. Bond for Treasurer. On Motion made, seconded, and unanimously carried, it was resolved that the Treasurer be required to give a Corporate Surety Bond of $       before entering on the duties of his office, and that the Board of Directors be authorized to approve the bond as to sufficiency and form. 8. Salaries of Officers. The President asked that the meeting take appropriate action to fix salaries for the Officers of the Corporation. Each Officer who was a Director abstained from all participation in the action fixing the salary attached to the office, and his or her interest was Minutes of First Meeting of Board of Directors Page 2 of 7 stated to the meeting. After motion made, seconded, and unanimously carried, the following was adopted: It is Resolved: That, until further action by the Board of Directors, the annual salaries of its elective officers be as set forth below, opposite the title of the position: President $       Vice President $       Secretary $       Treasurer $       It is further resolved that the salaries of the respective officers be paid on the       day of each month. 9. Adoption of Seal. On motion duly made, seconded, and unanimously carried, it was resolved that the Corporation adopt as its seal the words, figures, and design impressed on this document consisting of       with the words (Description of Seal)       and the words and figures “Incorporated on (Name of Corporation)       , State of       .” (Date) (Name of State) 10. Form of Share Certificate. On motion duly made, seconded, and unanimously carried, a proposed form of share certificate presented to the meeting by the President was approved and adopted, and the Secretary was instructed to insert a copy of the share certificate in the Minute Book immediately following the recordation of this action. 11. Issuance of Shares. On Motion duly made and seconded, the following Resolution was unanimously adopted: This Corporation is authorized, in its Articles of Incorporation, to issue an aggregate of       shares of stock of the par value of $       per share. For this reason it is (Number) now resolved that the President and Secretary are authorized and directed to prepare and file a verified application with the       of (Title of Official)       for a permit authorizing the Corporation to sell and issue (Name of State) not to exceed       shares of its stock of the par value of $       per share for (Number) cash to the following persons:       . (Names and Addresses of Subscribers) Minutes of First Meeting of Board of Directors Page 3 of 7 It is Further Resolved: That on the issuance of a permit authorizing the sale of these shares, the President, or the Vice President, and the Secretary are authorized and directed to sell and issue shares of stock to the persons, in the amounts, and for the consideration stated, all in compliance, however, with the terms and conditions of the permit of the       , [Title of Official] and with these resolutions. It is Further Resolved : That the designated officers are authorized and directed to execute all necessary documents and to take such necessary action as may be required to carry out and perform the purposes of these resolutions. 12. Fixing Price of No-Par Value Shares. The matter of fixing the price at which the no-par shares of the Corporation shall be issued and sold, allocating the same between stated capital and paid-in surplus, and applying for a permit was next considered. On motion made, seconded, and unanimously carried, the following resolution was adopted: This Corporation is authorized to issue       shares of no-par (number of shares) shares, all of the shares being of the same class. None of the shares has been sold and issued. It appears that $       per share fairly represents the true worth of the stock. For these reasons, it is resolved that the price for which the no-par shares of this corporation be issued and sold is $       per share. It is further resolved that of that price when received $       per share per share be allocated to stated capital and $       per share be allocated to paid-in surplus. It is Further Resolved: That the President and the Secretary of the Corporation are authorized and directed to make application to the       on behalf of the Corporation (Title of Official) for a permit to issue and sell       of its shares at $       per share, and (Number) for the issuance of promotional shares in accordance with the Resolution of this Board. 13. Depository for and Withdrawal of Funds. To provide a depository for the funds of the Corporation and to authorize those who may withdraw them on behalf of the corporation, on motion made, seconded, and declared carried, the following Resolution was adopted: Minutes of First Meeting of Board of Directors Page 4 of 7 It is Resolved : That       of       , (Name of Bank) (Name of City)       , is selected as a depository for the funds of the (Name of State) corporation and that accounts shall be governed by the rules, regulations, bylaws, and practices, present and future, of the Bank, including interest and service charges, and that, as specified below, the following officers of this Corporation, who have been duly and regularly elected or appointed, are authorized as follows: Names of Officers Title of Officers             (Name) (Title)             (Name) (Title)             (Name) (Title) Any       of the above officers must sign a check of the corporation. (two or three) It is resolved that these officers are authorized and directed to withdraw those funds from the depository on the check of the corporation, signed as described above, and that the officers authorized to withdraw funds are authorized to endorse and receive payment of bills and notes payable to the corporation, and       (Name of Bank) is authorized to pay any such instruments so indorsed and presented to it for payment, including those drawn to the individual order of any officer or any other person authorized to sign the instruments. It is Further Resolved: That the authority now conferred shall remain in full force until written notice of its revocation by the Board of Directors of the Corporation shall have been received by the depository, and that the Secretary is authorized and directed to deliver to the bank a certified copy of this resolution and to certify to the Bank the true and correct signatures of the officers named above. 14. Payment for Legal Services. The matter of payment for legal services in the formation and organization of the Corporation and the obtaining for it of a permit to issue and sell its shares of stock was next considered. The Secretary read to the meeting a letter from       , advising that he had advanced $       in (Name of Attorney) franchise tax, filing fees, and miscellaneous costs, and that the fee for his professional services is $       , but that he would accept in payment of his fee the dollar equivalent in shares of Minutes of First Meeting of Board of Directors Page 5 of 7 the capital stock of the Corporation. On motion made, seconded, and declared carried by the President, the following was adopted: It is Resolved: That this Corporation accept the offer made to it by       (Name of Attorney) and discharge its obligation to him for legal services in the formation and organization of the Corporation by issuing under a permit for this purpose from the       the number of its shares equal to $       . (Title of Official) It is Further Resolved: That the fair monetary value of those legal services to this Corporation $       . It is Further Resolved: That the officers of the Corporation repay to       (Name of Attorney) the $       advanced by him on behalf of the corporation in its formation, and any further costs advanced. 15. Promotional Shares. The matter of promotional shares to be issued to       in consideration for procurement of initial (Name of Promoter) financing for the Corporation was next considered. On motion made, seconded, and unanimously carried, it was resolved that as each share is sold and issued for cash or cash equivalent and that price is received by the Corporation, one promotional share shall be issued to       and that each application to the (Name of Promoter)       for permit to issue shares contain the provisions of (Title of Official) this Resolution. 16. Adjournment. There being no further business to come before the meeting, on motion duly made, seconded, and unanimously carried, the meeting was declared adjourned. Secretary's Certification of Resolution I,       , hereby certify that I am the secretary of (Name of Secretary)       , a/an       corporation (Name of Corporation ) (Name of State) Minutes of First Meeting of Board of Directors Page 6 of 7 (the Corporation ), and that I have compared the foregoing with a Resolution adopted by the Board of Directors of the Corporation at a regular meeting held at the office of the Corporation, a quorum being present, on       , as recorded in the Minute Book of the (Date) Corporation, and I hereby certify that the same is a true, correct, and complete copy thereof, and that the same has not been amended or repealed and is now in full force and effect. Witness my signature this the       day of       , 20       . (Signature of Secretary)       (Printed Name of Secretary) Minutes of First Meeting of Board of Directors Page 7 of 7