Fill and Sign the Organizational Meeting 497428334 Form

NAME OF CORPORATION (CONSENT OF INCORPORATOR AND) UNANIMOUS CONSENT OF DIRECTORS IN LIEU OF ORGANIZATIONAL MEETING The undersigned Incorporator of the Corporation, for which the Certificate of Incorporation became effective on the _____ day of _______________, 2004, executes this consent for the purpose of electing the following persons as initial directors of the Corporation: Name Address ________________________________________________________________________ [ Note : Do not use the foregoing paragraph if initial directors are named in the Articles of Incorporation . ] The undersigned directors, being all of the initial directors of the Corporation, acknowledge that they have consented to being named as initial directors and consent to the adoption of the following resolutions: RESOLVED , that Bylaws, in the form presented to this Board, are adopted as the Bylaws of the Corporation and the Secretary is directed to file a copy of the Bylaws in the minute book. RESOLVED , that the seal, an impression of which has been affixed to this Consent, is adopted as the seal of the Corporation. [Note: This resolution is not needed if the form of the seal is described in the Bylaws.] RESOLVED , that the form of certificate for the [Common Shares] of the Corporation presented to this Board is approved and the Secretary is directed to file a specimen of the certificate in the minute book. RESOLVED, that the persons named below are elected as officers of the Corporation, in the capacities indicated opposite their names, to serve until the first annual meeting of this Board or until their successors are elected. Name Office President Secretary {Treasurer} RESOLVED , that the subscriptions for [Common Shares] of the Corporation set forth in the letters presented to this Board from the persons listed below, pursuant to which they have offered to purchase, for [PURCHASE PRICE PER SHARE] per share, cash, the number of [Common Shares] set forth opposite their names, which shares shall be fully paid and nonassessable, are hereby accepted. Name Number of Shares RESOLVED , that the Secretary shall call upon the subscribers to pay for such [Common Shares) at the earliest possible time and upon receipt of the consideration shall issue certificates therefor. [ RESOLVED , that the Corporation elects to be treated for income tax purposes as a “small business corporation” under Subchapter S of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, effective for the tax year for which appropriate unanimous shareholder consent shall be given, and, upon receipt of such consent, the proper officer of the Corporation is directed to execute and timely file the appropriate election with the Internal Revenue Service [and amy state governmental agencies required by applicable state law].] RESOLVED , that [NAME OF BANK] is designated as a bank for the Corporation, and that the form of banking resolution(s) required by the bank authorizing [NAME OF OFFICER], [TITLE] to sign corporate checks, and [NAME OF OFFICER], [TITLE], to execute notes and borrow money for [the Corporation] are/is hereby adopted and incorporated herein by reference. RESOLVED , that ________________ Agreement dated ____________ between the Corporation and _____________ is approved in the form presented to this Board, and the officers of the Corporation are authorized to execute and deliver such agreement, on behalf of the Corporation and to carry out its terms. RESOLVED , that the officers of the Corporation are authorized to take such further action and execute such additional instruments as they may deem appropriate to obtain all licenses and meet all requirements of law necessary to enable the Corporation to conduct its business. This consent shall be effective as of the date the Articles of Incorporation became effective. [NAME OF INCORPORATOR], Incorporator , 2004 [NAME OF DIRECTOR], Director , 2004 [NAME OF DIRECTOR], Director , 2004 [NAME OF DIRECTOR], Director , 2004 [Note: A Director’s Consent becomes effective when the last Director signs unless the consent specifies a different effective date and states the date of execution by each director, in which event such consent becomes effective according to its terms. See Section 13.1 - 685.]