WRITTEN CONSENT OF DIRECTORS
IN LIEU OF THE FIRST MEETING
In lieu of the first meeting of the Board of Director's of [Corporation] (the "Corporation"), all of the Directors of the Corporation unanimously consent in writing to the following resolutions:
APPROVAL OF ELECTION OF DIRECTORS
RESOLVED, that the action by the [Incorporator(s)] of the Corporation dated [Date], whereby [Directors] were elected as directors of the Corporation, is hereby ratified, adopted and approved.
APPROVAL OF INCORPORATOR'S WAIVER
RESOLVED, that the waiver of the [Incorporator(s)] which has been presented and reviewed by each director of the Corporation, where under the [Incorporator(s)] waived all right, title and interest in and to any stock or property of the corporation and any right in the management thereof arising out of or any way connected with acting as incorporator, shall be, and hereby is, accepted and approved and such waiver shall be inserted in the minute book of the Corporation.
APPROVAL OF CERTIFICATE OF INCORPORATION
RESOLVED, that the Certificate of Incorporation of the Corporation, which has been presented to and reviewed by each director of the Corporation, and which was received and filed in the office of the Secretary of the State in the State of [State Name] on [Date], shall be, and hereby is approved, and a copy thereof shall be inserted in the minute book of the corporation.
APPROVAL OF BYLAWS
RESOLVED, that the Bylaws of the Corporation , which have been presented to and reviewed by each director of the Corporation, shall be, and hereby are adopted and approved as the Bylaws of the Corporation and such Bylaws shall be inserted in the minute book of the Corporation.
ELECTION OF OFFICERS
RESOLVED, that each of the following persons shall be, and hereby is, elected to serve as an officer of the Corporation, to hold the following office or offices until the next annual meeting of the Board of Directors, or until the officer's earlier resignation or removal or until the officer's successor shall be duly chosen and shall qualify:
Office Name
Chairman of the Board [Chairman's Name]
President [President's Name]
Vice President [Vice President's Name]
Secretary [Secretary's Name]
Treasurer [Treasurer's Name]
Assistant Secretary [Assistant Secretary's Name]
Assistant Treasurer [Assistant Treasurer's Name]
CORPORATE SEAL
RESOLVED, that the seal containing the name of the Corporation, an impression of which is affixed in the space below, shall be, and hereby is adopted and approved as the corporate seal of the Corporation.
CALENDAR YEAR AS FISCAL YEAR
RESOLVED, that the fiscal year of the Corporation shall be the calendar year, except that the first fiscal year shall begin on the date of incorporation of the Corporation.
ADOPTION OF FORM OF COMMON STOCK CERTIFICATE
RESOLVED, that the form of stock certificate to evidence ownership of shares of common stock of the Corporation which has been presented and reviewed by each Director of the Corporation shall be, and hereby is, adopted and approved as the form of stock certificate for the shares of Common Stock of the Corporation and a sample thereof shall be inserted in the minute book of the Corporation.
OPENING BANK ACCOUNT
RESOLVED, that [Name and City of Bank] shall be a depository in which the funds of the Corporation shall be deposited; and
FURTHER RESOLVED, that the appropriate officers of the Corporation shall be, and the same 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; and
FURTHER RESOLVED, the Board of Directors hereby adopts the form resolutions of the said bank (as completed), a copy of which shall be inserted in the minute book of the Corporation.
CASH SUBSCRIPTION FOR COMMON STOCK
WHEREAS, the Corporation has received the following cash offers to subscribe to the Common Stock, [Par Value] per share, of the Corporation at a cash price of [Cash Price Per Share] per share: [Stockholders]
NOW, THEREFORE, BE IT RESOLVED, that each of the aforesaid offers of subscription for Common Stock made to the Corporation, for the above specified amount per share by the aforesaid subscribers, is fair and reasonable, and should be, and hereby are, accepted; and
RESOLVED, FURTHER, that, upon payment by each such subscriber, the Corporation shall issue to each such subscriber such subscribed-for Common Stock of the Corporation, said Common Stock to be fully-paid and non-assessable; and
RESOLVED, FURTHER, that the appropriate officers of the Corporation shall be, and hereby are, authorized, empowered and directed to take all other steps necessary or advisable in order fully to effectuate such issuance of Common Stock of the Corporation.
[S Corporation Election]
[Foreign Qualifications]
[Approval of Lease]
APPROVAL OF FURTHER ACTION
RESOLVED, that the appropriate officers of the Corporation shall be, and the same hereby are, authorized, empowered and directed to take all necessary and appropriate action, including the expenditure of funds, in order to fully and expeditiously complete the organization of the Corporation.
Each Director, by signing this consent, with notice of the time, place and purpose of the first meeting of the Board of Directors, consents and agrees to the transaction of the business of the first meeting by unanimous written consent of the directors in lieu of such meeting. This written consent may be executed in two or more counterparts.
[Date]
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[Director #1 Name]
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[Director #2 Name]
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[Director #3 Name]