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FORM INFORMATION

Document Description: [FORM] UWC OF DIRECTORS APPROVING PLAN OF


COMPLETE LIQUIDATION

Document Number: SF\3008482

Author(s): Andréa Charvet

Last Updated: 07/27/01

Revisions:

Comments:

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[NAME OF COMPANY]

UNANIMOUS WRITTEN CONSENT OF

THE BOARD OF DIRECTORS

The undersigned, constituting all of the directors of ________________________, a

California corporation (the “Company”), do hereby adopt the following resolutions by

unanimous written consent as authorized by the Bylaws of the Company and Section 307(b) of

the California Corporations Code:

Dissolution of Company.

WHEREAS, a majority of the shareholders of the Company desire to wind up and


dissolve the Company.

RESOLVED, that the Plan of Complete Liquidation of the Company, as set forth in
Exhibit A attached hereto (the “Plan”), is hereby adopted.

[Note: IRC Section 331 pertains to liquidation of corporation - IRC Section 332
pertains to liquidation of subsidiary]

RESOLVED FURTHER, that upon obtaining the necessary shareholder approval, the
Company, by its duly authorized officers, immediately upon adoption of this resolution,
shall proceed to liquidate and distribute all of the remaining assets of the Company to the
[sole] shareholder[s] of the Company pursuant to Section [331] [332] of the Internal
Revenue Code of 1986, as amended, in exchange for the certificates representing all of
the outstanding stock of the Company withholding from distribution only those assets
required for the payment of any federal or state taxes and other liabilities, the amount to
be retained (if any) to be determined by the President, all as incident to the Plan.

RESOLVED FURTHER, that, upon obtaining the necessary shareholder approval, the
officers of the Company be, and hereby are, authorized and directed to file with the
Secretary of State of the State of California (i) a Certificate of Election to Wind Up and
Dissolve, and (ii) a Certificate of Dissolution.

RESOLVED FURTHER, that the officers of the Company, and any of them, are each
hereby authorized to pay all such fees and taxes and to take such action and to execute
any and all certificates and other documents necessary or advisable in order to wind up
the business affairs of the Company and to carry out the liquidation and dissolution.

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This Unanimous Written Consent shall be filed with the minutes of the proceedings of the

Board of Directors and shall have the same force and effect as a unanimous vote of the directors.

This Unanimous Written Consent may be executed in counterparts, each of which will be

treated as an original, but all of which together will constitute one and the same instrument.

Dated: __________________, 200__.

___________________________________
___________________

___________________________________
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___________________

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