Organizational Draft Resolution

ORGANIZATIONAL DRAFT RESOLUTION

Organization and Meeting

Organization Name:

Corporation LLC Partnership Other:

Date of Meeting: Time: Location:

The undersigned, being the duly constituted organizing board or initial members of the organization named above, met on the date set forth above with a quorum present as follows: Number Present:

WHEREAS Recitals

WHEREAS, the organizing persons deem it advisable and in the best interests of the organization to adopt governing instruments, appoint initial officers, and take all actions necessary to effect formation and initial operations; and

WHEREAS, the organizers have reviewed and determined that the proposed organizational documents and actions will promote the lawful formation and operation of the organization consistent with applicable law and the intended business purposes; and

WHEREAS, it is necessary and desirable to delegate authority to specified individuals to execute and deliver instruments, open accounts, and complete filings required to effect formation and continue operations.

Resolution

NOW, THEREFORE, BE IT RESOLVED, that the actions described in this Organizational Draft Resolution are adopted and approved as the official acts and decisions of the organizing board or initial members of the organization.

RESOLVED FURTHER, that the form of the following actions is hereby approved and authorized:

Scope of Authority

The following specific authorities are delegated to the officers and agents named below to carry out the foregoing resolutions:

Execute and deliver organizational documents, amendments, and instruments of formation

Open bank or depository accounts and enter into related banking agreements with financial institutions

Apply for and obtain tax identification numbers and make necessary tax filings

Issue membership interests, shares or units, and record initial capital contributions

Adopt bylaws, operating agreements, or similar governance instruments in substantially the form presented

Authorized Officers

Term and Termination

This resolution shall become effective as of: and shall remain in effect until: unless earlier superseded or revoked by subsequent action of the board or members.

Any party may terminate or rescind any delegated authority under this resolution by providing written notice to the other parties at least days prior to the effective date of termination.

Confidentiality

All non-public information, documents, financial records, and agreements associated with the actions authorized in this resolution are to be treated as confidential by the organization and its officers to the fullest extent permitted by law. Disclosure of confidential information is permitted only (a) as required by law, (b) to advisors or agents who have agreed to maintain confidentiality, or (c) with the express written consent of the board or authorized officer.

Governing Law

This resolution and any actions taken pursuant to it shall be governed by and construed in accordance with the laws of the state of: without regard to conflict of laws principles.

Entire Agreement

This Organizational Draft Resolution embodies the entire understanding and agreement of the organizing board or initial members with respect to the matters addressed herein and supersedes prior oral or written statements, except as expressly provided by subsequent resolution.

Certification

I hereby certify that I am the duly appointed and acting Corporate Secretary (or equivalent) of the organization named above, that the foregoing is a true and correct copy of a resolution duly adopted by the organizing board or initial members on the date set forth below, and that said resolution is in full force and effect as of the date of this certification.

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