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NOTE: Informal meetings where Directors are not required to be present are allowed by some states.

These meetings are held by unanimous written consent and provide an alternative manner of holding

Each Director must sign the minutes of a meeting held by unanimous written consent. Meetings held by
unanimous written consent are not required to comply with notice requirements.

Any resolutions approved by unanimous written consent must be signed by each Director and kept with
the Corporation’s records.



_____________<Company Name>_______________

The undersigned, being all of the Directors of <Company Name>, a <State of Incorporation> Corporation
(the “Corporation”), do hereby adopt the following resolutions by written consent in lieu of an
organizational meeting of the Directors pursuant to <State of Incorporation> corporate law, such action to
have the same effect as if taken at a duly constituted meeting of the Board of Directors held on <Date of

RESOLVED, that any and all notice to take any action in adopting the following resolutions is hereby
waived by the undersigned pursuant to the <State of Incorporation> corporate law.

RESOLVED, that the Articles of Incorporation, together with the Bylaws of this Corporation, both attached
hereto, are adopted and approved.

RESOLVED, that the following individuals are elected to the offices set forth below opposite their
respective names, each to hold office until the first meeting of the Directors following the next annual
meeting of Shareholders of this Corporation or until his or her successor shall have been duly elected and

<Officer Position>: _____________________

<Officer Position>: _____________________

<Officer Position>: _____________________

<Officer Position>: _____________________

RESOLVED, that the proper Officers of the Corporation are hereby authorized to execute and issue stock
certificates for <Enter Details Here>.

RESOLVED, that the form of certificate for the common stock of this Corporation, a copy of which is
attached hereto, is hereby adopted as the form of stock certificate to be issued to represent shares of the
common stock of this Corporation.
RESOLVED, that the form of seal impressed on the margin of this document is approved and adopted for
use as the corporate seal of this Corporation.

RESOLVED, that the President is hereby authorized on behalf of the Corporation to <Enter Details Here>.

RESOLVED, that the fiscal year of this Corporation shall start on <Start Month, Day, Year> and end on
<End Month, Day, Year>.

IN WITNESS WHEREOF, this instrument has been executed by the undersigned as of the aforementioned
date to be filed as part of the minutes of the Corporation.

_____________________, a <State of Incorporation> Corporation

Company Name

Dated: ____________


___________________________, Director

___________________________, Director

___________________________, Director

___________________________, Director