Fill and Sign the Resolution Form Board

- 1 - RESOLUTION OF THE BOARD OF DIRECTORS OF _______________________________ This Resolution was adopted by the Board of Directors of _________________________________________, a ______________________ business corporation, at a [regular/special] meeting of the Board of Directors held on the ____ day of ________, 20___ in accordance with the by-laws of the Corporation. BE IT RESOLVED by the Board of Directors of _____________________ as follows:[state terms of resolution or action taken or approved]DATED this the ___ day of ________________, 20__. __________________________________Director__________________________________Director__________________________________ Director ATTEST:______________________________Secretary CERTIFICATE I, __________________, Secretary of _______________________, a _____________________ Corporation, do hereby certify that the above resolution was adopted by the Board of Directors of the Corporation on the ____ day of _____________________, 20__.DATED this the ______ day of _______________, 20__. ___________________________________Secretary - 2 - RESOLUTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS OF _______________________________ This Resolution was adopted by the Shareholders and Board of Directors of ____________________, a ______________________ business corporation, at a [regular/special] meeting of the Shareholders and Board of Directors held on the ____ day of ________, 20___ in accordance with the by-laws of the Corporation. BE IT RESOLVED by the Shareholders and Board of Directors of _____________________ as follows:[state terms of resolution or action taken or approved]DATED this the ___ day of ________________, 20__. __________________________________Director and Shareholder__________________________________Director and Shareholder__________________________________ Director and Shareholder ATTEST:______________________________Secretary CERTIFICATE I, __________________, Secretary of _______________________, a _____________________ Corporation, do hereby certify that the above resolution was adopted by the Shareholders and Board of Directors of the Corporation on the ____ day of _____________________, 20__.DATED this the ______ day of _______________, 20__. ___________________________________Secretary - 3 - RESOLUTION OF THE SHAREHOLDERS OF _______________________________ This Resolution was adopted by the Shareholders of ____________________, a ______________________ business corporation, at a [regular/special] meeting of the Shareholders held on the ____ day of ________, 20___ in accordance with the by-laws of the Corporation. BE IT RESOLVED by the Shareholders of _____________________ as follows:[state terms of resolution or action taken or approved]DATED this the ___ day of ________________, 20__. __________________________________Shareholder__________________________________Shareholder__________________________________ Shareholer ATTEST:______________________________Secretary CERTIFICATE I, __________________, Secretary of _______________________, a _____________________ Corporation, do hereby certify that the above resolution was adopted by the Shareholders of the Corporation on the ____ day of _____________________, 20__.DATED this the ______ day of _______________, 20__. ___________________________________Secretary - 4 - MINUTES OF JOINT ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THESHAREHOLDERS AND BOARD OF DIRECTORS OF _____________________________ IN LIEU OF A SPECIAL MEETING THEREOF These Consent Minutes describe certain joint actions taken by the Shareholders and the Board of Directors of _________________________, a ___________________ business corporation, in lieu of a special meeting thereof and pursuant to the laws of the _________________ Business Corporation Act, which provide that any action required or permitted to be taken at a Shareholders' or Board of Directors' meeting of a _________________ business corporation may be taken without a meeting if the action is taken by all the Shareholders entitled to vote on the action and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote. Such consent herein and hereto is evidenced by the signatures of the Shareholders and Directors of the corporation affixed hereto.The Shareholders and Directors acknowledge that it is necessary or desirable to take various actions in connection with the dissolution of the corporation. Therefore, the undersigned Shareholders and Directors, being all of the Shareholders entitled to vote on these matters and all of the members of the Board of Directors of the corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of special Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of such meetings thereof, the following Acts and Resolutions as being the joint actions of the Shareholders and Board of Directors, as if in a meeting duly assembled:RESOLVED, BY THE SHAREHOLDERS AND DIRECTORS OF _________________ AS FOLLOWS: [State Resolution] THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE AND THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF ___________________, DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ACTIONS OF THE SHAREHOLDERS AND DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH THE LAWS OF THE STATE OF ____________________ IN LIEU OF A SPECIAL MEETING THEREOF, TO BE EFFECTIVE AS OF ______________, 20__. ____________________________________________ - 5 - Shareholder and Director ATTEST:______________________________Secretary - 6 - Sample Resolutions:Plan of Dissolution:RESOLVED, that the Corporation be dissolved effective immediately, that the assets of Corporation be liquidated, that the debts of the Corporation be paid to the extent possible and that the remaining assets and tax attributes of the Corporation, if any, be distributed to the shareholders.RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to liquidate the assets of the Corporation, wind up the affairs of the Corporation, prepare and file all final tax returns, prepare and file the Articles of Dissolution and to take and perform any and all other actions and to sign any and all docu ments necessary or incidental to the completion of the liquidation, winding up and dissolution of the Corporation.RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to pay all fees and expenses incident to and necessary for the winding up, liquidation and dissolution of the Corporation.RESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of the liquidation, winding up and dissolution of the Corporation as she deems justified and appropriate.Filing of Consent :RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation.Election of Directors:RESOLVED, that each of the following persons are hereby elected to serve as a member of the Board of Directors of the Corporation, and to hold said position until the next annual meeting of the Board of Directors or until the earlier of their resignation or removal, or until their respective successors shall be duly elected and qualified: ________________________ Approval of Actions by Incorporator:RESOLVED, that the actions of the Incorporator of the Corporation, which have been presented to and reviewed by each director of the Corporation, whereby the Incorporator - 7 - filed the Articles of Incorporation with the _________________ Secretary of State and thereby incorporated the Corporation, be and they are hereby accepted, ratified and approved.Resignation of Incorporator:RESOLVED, that the resignation of Michael A. Akers, as incorporator of ________________________is hereby accepted and the Secretary is directed to make the original part of the official minutes of the Corporation.Approval of Articles of Incorporation:RESOLVED, that the Articles of Incorporation of the Corporation, which have been presented to and reviewed by each director of the Corporation, are hereby approved, duplicate originals of such Articles of Incorporation having been filed on August 30, 20________________________, with the Secretary of State of the State of _________________ and a copy of the Articles of Incor poration are hereby directed to be inserted in the minute book of the Corporation.Approval of By-Laws :RESOLVED, that the by-laws of the Corporation for the regulation of the business and affairs of the Corporation, which have been presented to and reviewed by each director of the Corporation, are hereby adopted and approved as the by-laws of the Corporation, and a copy of such by-laws is hereby directed to be inserted in the minute book of the Corporation and is incorporated by reference herein.Election of Officers:RESOLVED, that each of the following persons are hereby elected to serve as an officer of the Corporation, to hold the office or offices set forth opposite their respective names until the first annual meeting of the Board of Directors, until their earlier resignation or removal, or until their successors are duly elected and qualified: Office Name PresidentVice-PresidentVice-PresidentSecretary-Treasurer - 8 - Payment of Incorporation Expenses:RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to pay all fees and expenses incident to and necessary for the incorpora tion and organi zation of the Corporation and that the officers of the Corporation are hereby authorized and directed to take and perform any and all other actions and to sign any and all docu ments necessary or incidental to the completion of the organization of the Corporation.Adoption of Corporate Seal:RESOLVED, that the seal containing the name of the Corporation, an impression of which is affixed in the margin of this consent, is hereby adopted as the corporate seal of the Corporation.Adoption of Fiscal Year:RESOLVED, that the fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.Adoption of Form of Common Stock Certificate:RESOLVED, that the form of stock certificate to evidence shares of common stock of the Corporation, which has been presented to and reviewed by each director of the Corpora- tion, is hereby adopted as the form of stock certificate for the shares of common stock of the Corporation, a specimen thereof being attached hereto and incorporated by reference herein.Establishment of Par Value of Stock:RESOLVED, that the par value per share of the common stock of the Corporation be, and the same is, hereby established at One and 00/100 Dollar ($1.00).Issuance of Common Stock:RESOLVED, that in consideration of the payment, in cash, to or on behalf of, the Corporation of the amount of money specified below opposite her name, the sufficiency of which is hereby expressly acknowledged, the President and Secretary of the Corporation are hereby authorized and directed, upon receipt by, or by others on behalf of, the Corporation of such amount of money from the person specified below, to issue to such person a certificate or certificates representing the ownership by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as is also set forth below opposite his name: Name SharesConsideration - 9 - ___________________________________ RESOLVED FURTHER, that in consideration of the trans fer of all of the assets, whether tangible or intangible, listed on Exhibits A and B, respectively, the sufficiency and receipt of which is hereby expressly acknowledged, the President and Secretary of the Corporation are hereby authorized and directed to issue to each person specified below a certificate or certificates representing the ownership by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as are also set forth below opposite their respective names: Name SharesConsideration ________________________ ____ Equipment listed on Exhibit A ________________________ ____ Equipment listed on Exhibit B Election of "S Corporation" Status :WHEREAS, the directors and stockholders of the Corporation have been advised of the advantages to the stockholders of the Corporation if the Corporation elects to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 20________________________, as amended;THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 2086, as amended, for the current and succeeding tax years of the Corporation;BE IT RESOLVED FURTHER, that such election be made and filed by the Corporation, together with the consents of its stockholders, within the time period specified and permitted by statute, and the officers of the Corporation are hereby authorized and directed, for and on behalf of the Corpora tion, to execute and file such election with the Internal Revenue Service and to take such other actions as may be necessary to effect such election for the current fiscal year of the Corporation.Election to Classify Stock as "§ 1244 Stock":WHEREAS, ________________________ is a "small business corporation" as defined in the Internal Revenue Code and the regulations issued thereunder; andWHEREAS, the Directors desire to qualify the Corporation's stock as Section 1244 stock;IT IS, THEREFORE, RESOLVED, that ________________________hereby adopts a plan to have its stock classified as Section 1244 stock and offered for sale as such; - 10 - RESOLVED FURTHER, that the maximum amount to be received by this Corporation in consideration for its stock to be issued pursuant to this plan shall not exceed One Million and no/100 Dollars ($1,000,000.00).RESOLVED FURTHER, that the stock issued pursuant to this plan shall be issued only for money and other property, but excluding other stock or securities; andRESOLVED FURTHER, that the officers of this Corporation shall take such action as is necessary to carry this plan into effect and especially to keep such records as are required by the Internal Revenue Service.Authorization for Opening Bank Account:[Resolution Attached as Exhibit]RESOLVED, that ________________________, ________________________, ___- ______________, shall be the depository in which the funds of the Corporation shall be deposited.BE IT RESOLVED FURTHER, that the appropriate officers of the Corporation shall be, and hereby are, authorized to open a bank account or accounts at said bank in the name of, and on behalf of, the Corporation, for the deposit of funds belonging to the Corporation.BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts shall be signed by ________________________ or ________________________.BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts the form resolution of said bank (as completed) which appears in the form which is attached hereto and incorpor ated by reference herein, and the appropriate officers of the Corporation are hereby authorized to certify such form resolution of said bank as having been adopted by this Corporation and to furnish copies of this resolution to the said bank upon its request.Borrowing:RESOLVED, that only the duly elected officers of the Corpora tion, acting either singularly or jointly as directed from time to time by resolution of the directors, be authorized to borrow money for, on behalf of, and in the name of the Corporation, but only pursuant to specific authorization by resolution of the Board of Directors as may from time to time be adopted.Business Operations :RESOLVED, that the President of the Corporation is hereby authorized and directed to hire and employ such supervisors, machanics laborers, helpers, office personnel and other - 11 - workers as she deems necessary for the effective operation of the Corporation's business; andRESOLVED FURTHER, that the President of the Corporation is hereby authorized to pay all employees and workers of the Corporation such salary, wage and other compensation as she shall deem appropriate from time to time; andRESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of day-to-day operations of the Corporation's business as she deems justified and appropriate.Filing of Consent :RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation.