The form of M inutes, Consents, Bylaws, Agreem ents and other form s and docum ents enclosed with this order are offered as a sam ple only of standard provisions contained in such form s and docum ents. They do not purport to address the specific requirem ents of individual transactions or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who intend to utilize any such form s and docum ents m ust seek com petent legal counsel prior to their use or adaptation thereof for his or her particular requirem ents.

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showing that the notice of meeting had been duly mailed to each Director at the last known address.MINUTES OF SPECIAL MEETING OF DIRECTORS A special meeting of the Directors of __________ (the “Corporation”) was held at the office of the Corporation at __________ on __________ . [Attach Affidavit of Mailing by Secretary] On motion duly made and seconded. Secretary of the Corporation. President of the Corporation. __________ . 1 . presided at the meeting. as provided by the By-laws. The following notice of the meeting was read by the Secretary and ordered filed with the minutes of this meeting: [Attach Notice of Special Meeting Indicating Purpose] The Secretary then presented an affidavit. acted as Secretary of the meeting. pursuant to a call made by __________ . the following resolutions were voted upon: [Insert resolutions covering matters considered at meeting] The Secretary counted the votes and reported that the aforesaid resolution has been adopted by the affirmative vote of __________ of the Directors present. and __________ . more than __________ days preceding this meeting. and all Directors were found present in person. The Secretary called the roll of Directors. and after due deliberation.

No other business coming before the meeting. the meeting was thereupon adjourned. Secretary 2 . Dated: __________ _____________________________ __________ .

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