Fill and Sign the Was Called and Held at Location on the Date Day of Month Year at Time Form

23.01[3] Minutes of First Meeting of Board of Directors MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] The first meeting of the Board of Directors of [Company Name] (the "Company") was called and held at [Location] on the [Date] day of [Month], [Year] at [Time] [Time Zone]. Present: [Names of Directors] constituting [Number] of the Board of Directors. [Name] was chosen temporary Chairman and [Name] was chosen temporary Secretary of the meeting. The Secretary presented and read a waiver of notice of the meeting, signed by all the Directors, which was ordered filed with the minutes of the meeting. The Chairman reported that the Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware, on [Date of Incorporation] and the Secretary was instructed to cause a copy of such Certificate of Incorporation to be inserted in the minute book. The Secretary presented a form of Bylaws for the regulation of the affairs of the Company. Upon motion, duly made, seconded and carried, it was:RESOLVED, that the Bylaws submitted at this meeting and the same hereby are adopted as and for the Bylaws of the Company, and that the Secretary be, and hereby is, instructed to cause the same to be inserted in the minute book immediately following the copy of the Certificate of Incorporation. The following persons were nominated for the offices of the Company set forth opposite their respective names below, to serve in accordance with the Bylaws of the Company and at the discretion of the Board of Directors: [Name] President [Name] Vice President [Name] Secretary [Name] Treasurer All the directors present having voted, the Chairman announced that the aforesaid persons had been unanimously elected to the offices set forth opposite their respective names. The President and Secretary thereupon entered upon the discharge of their duties. [Any desired resolutions fixing salaries of officers may be inserted here.] Upon motion, duly made, seconded and carried, it was: RESOLVED, that there shall be an executive committee of [Number of Members] members of the Board of Directors which shall have authority to exercise all the powers of the Board of Directors, except such powers prohibited by law, in the current business of the Company while the Board of Directors is not in session and the executive committee may authorize the seal of the Company to be affixed to all papers, which may require it. RESOLVED FURTHER, that [Names of Members of Executive Committee] be, and hereby are, designated as members of the executive committee and [Name of Chairman of Executive Committee] be designated Chairman thereof and that [Names of Alternate Members of the Executive Committee] be, and hereby are, designated as alternate members of the executive committee who may replace any absent or disqualified member at any meeting of the committee. Upon motion, duly made, seconded and carried, it was: RESOLVED, that the form of stock certificate presented at this meeting be, and hereby is, approved and adopted, and the Secretary is instructed to insert a specimen thereof in the minute book. Upon motion, duly made, seconded and carried, it was: RESOLVED, that the seal, an impression of which is hereto affixed, be, and hereby is, adopted as the corporate seal of the Company. Upon motion, duly made, seconded and carried, it was: RESOLVED, that the Secretary be, and hereby is, authorized to procure all corporate books, books of account and stockholder records required by the statutes of the State of Delaware or necessary or appropriate in connection with the business of the Company. Upon motion, duly made, seconded and carried, it was: RESOLVED, that the Treasurer be, and hereby is, authorized to open a bank account on behalf of the Company with the [Name of Bank]. RESOLVED FURTHER, that until otherwise ordered, said bank be, and hereby is, authorized to make payments from the funds of the Company on deposit with it upon and according to the check of the Company signed by [Name of Authorized Signatory]. [*NOTE: Usually a bank prescribes resolutions that should be adopted and substituted here.] Upon motion, duly made, seconded and carried, it was: RESOLVED, that an office of the Company be established and maintained at [Address] in the City of [City], State of [State], and that meetings of the Board of Directors from time to time may be held either at the registered office in [City], Delaware, or at such office in the City of [City], State of [State] or elsewhere, as the Board of Directors shall from time to time order. RESOLVED FURTHER, that, until otherwise ordered, regular meetings of the Board of Directors be held at said office in the City of [City], State of [State], on the [Date] day of each month at [Time] [Time Zone]. [For use when par value shares are issued for cash.] The President stated that the Company had received subscriptions to [Number of Shares] shares of the [Type of Stock] stock of the Company having a par value of $ [Par Value] per share. The Treasurer thereupon stated that the subscribers had tendered to the Company the sum of $ ____ in full payment at par for the [Number of Shares] shares of [Type of Stock] stock subscribed. Upon motion, duly made, seconded and carried, the President and the [Name of Officer] were authorized to issue to the said subscribers or their nominees certificates representing fully paid and nonassessable [Type of Stock] stock of the Company to the amount of their respective subscriptions. [For use when par value shares are issued for property.] The President stated that an offer had been made to the Company to transfer to it certain property in consideration of the issuance of stock. Said offer was presented to the meeting. Upon motion, duly made, seconded and carried the following preambles and resolutions were adopted:WHEREAS, [Name] has offered to transfer to the Company in full payment for [Number of Shares] shares of the [Type of Stock] stock of the Company, to be issued to him or his nominees, property as follows: [Description of Property]. WHEREAS, in the judgment of the Board of Directors such property is necessary for the business of the Company and is of a value at least equal to the aggregate par value of the stock demanded therefor. NOW, THEREFORE, BE IT RESOLVED, that the offer of said [Name] to transfer to the Company the property hereinbefore described, which said property the Board of Directors does hereby adjudge and declare to be the value of at least $ [Dollar Value] and necessary for the business of the Company, be, and hereby is, accepted and that the [Authorized Officers] of the Company be, and hereby are, authorized and directed to execute and deliver, in the name and on behalf of the Company and under its corporate seal, such agreement or agreements as may be necessary for the acquisition of said property in accordance with said offer and that the officers of the Company be, and hereby are, further authorized and directed to issue to the order of said [Name] or his nominees, certificates representing fully paid and nonassessable [Type of Stock] stock of the Company for the shares provided to be issued by the foregoing resolutions upon transfer of said property to the Company. [For use when shares without par value are issued for cash.] Upon motion, duly made, seconded and carried, it was: RESOLVED, that $ [Dollar Value] per share be fixed as the amount of consideration to be received by the Company for [Number of Shares] shares of [Type of Stock] Stock without par value. The President thereupon stated that the Company had received subscriptions to [Number of Shares] shares of the [Type of Stock] stock of the Company without par value at $ [Par Value] The Treasurer thereupon stated that the subscribers had tendered to the Company the sum of $ [Dollar Value] in full payment for the foregoing shares without par value and, upon motion, duly made, seconded and carried, the officers of the Company were authorized to issue to said subscribers or their nominees certificates representing fully paid and nonassessable [Type of Stock] stock of the Company to the amount of their respective subscriptions. Upon motion, duly made, seconded and carried, it was:RESOLVED, that the sum of $ [Dollar Value] received in payment for the foregoing shares be declared part of the capital of the Company. [For use when shares without par value are issued for property.] The President stated that an offer had been made to the Company to transfer to it certain property in consideration for the issuance of stock. Said offer was presented to those present at the meeting. Upon motion, duly made, seconded and carried, the following preambles and resolutions were adopted: WHEREAS, [Name] has offered to transfer to the Company in consideration of the issuance to him or his nominees of [Number of Shares] shares of the [Type of Stock] stock of the Company without par value, the following described property: [Description of Property] and WHEREAS, in the judgment of the Board of Directors such property is necessary for the business of the Company and a proper consideration for the issue of shares of stock of the Company without par value; NOW, THEREFORE, BE IT RESOLVED, that the Company accept the offer of said [Name] to transfer the above-described property, which said property the Board of Directors hereby declares to be necessary for the business of the Company and a proper consideration for the issue of [Number of Shares] shares of stock without par value. RESOLVED FURTHER, that the officers of the Company be, and hereby are, authorized and directed to execute in the name and on behalf of the Company and under its corporate seal such agreement or agreements as may be necessary for the acquisition of said property in accordance with said offer and that the officers of the Company be, and hereby are, authorized to issue to the said [Name] or his nominees certificates representing fully paid and nonassessable [Type of Stock] stock of the Company for the shares provided to be issued by the foregoing resolutions upon transfer of said property to the Company. Upon motion, duly made, seconded and carried, it was: RESOLVED, that the consideration received for the foregoing shares of stock without par value be declared part of the capital of the Company, and the Board of Directors does hereby adjudge and declare the said property to be of the value of at least $ ____ for all purposes where a valuation must be given or set forth. Upon motion, duly made, seconded and carried, it was: RESOLVED, that for the purpose of authorizing the Company to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Company to transact business, the proper officers of the Company are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and, under the corporate seal, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Company to transact business therein and whenever it is expedient for the Company to cease doing business therein and withdraw therefrom, to revoke an appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment, or surrender of authority as may be necessary to terminate the authority of the Company to do business in any such state, territory, dependency or country. Upon motion, duly made, seconded and carried, it was:RESOLVED, that the fiscal year of the Company shall begin the first day of [Month] in each year. Upon motion, duly made, seconded and carried, it was: RESOLVED, that the Treasurer be, and hereby is, authorized to pay all fees and expenses incident to and necessary for the organization of the Company. Upon motion, duly made, seconded and carried, the meeting thereupon adjourned. _________________________ [Name]Secretary