Corporate Resolution Library

Corporations authorize actions that the Board of Directors or Officers intend to take on behalf of the corporation by resolution. We have assembled the most popular sample corporate resolutions from our practice.

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Resolution Content

Whereas the Board of Directors deems it advisable and in the best interests of the corporation to take steps to issue additional shares of its capital stock or otherwise accept additional contributions of capital from its shareholders;

Therefore It Is Resolved that the corporation sell and issue shares and/or accept additional capital contributions from its existing shareholders upon such terms and conditions as the President and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable.

Acquisition of Automobile

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to acquire a vehicle for corporate use;

Now, Therefore, Be It Resolved, that this corporation acquire that certain <<description of automobile>> automobile with vehicle identification number <<vehicle identification number>> for such price and upon such terms and conditions as the President and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable.

Resolved, Further, that the President and/or Chief Financial Officer are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the purchase of such vehicle.

Acquisition of equipment

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to acquire equipment for corporate use;

Now, Therefore, Be It Resolved, that this corporation acquire professional equipment costing <<$(Price)>> and office equipment costing <<$(Price)>>;

Resolved, Further, that the President and/or Chief Financial Officer are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the purchase of such equipment.

Acquisition of Property

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to acquire that certain property located at <<street address>>, in the City of <<name of city>>, County of <<name of county>>, State of California (the “Property”).

Now Therefore Be It Resolved, that this corporation acquire the Property for such price and upon such terms and conditions as the President and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable.

Resolved Further that the President and/or Chief Financial Officer are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the purchase of the Property, including but not limited to purchase agreements and escrow documents.

Acquisition of Shares

Whereas the Board of Directors deems it desirable and in the best interests of this corporation to acquire all of the issued and outstanding shares of <<name of corporation>>, a California corporation (“<<short form of corporation’s name>>”);

Whereas the Board of Directors deems it desirable and in the best interests of this corporation to retain the services of an individual who resides in <<state or country where representative resides>> to act on behalf of this corporation in connection with the acquisition of the <<short form of corporation’s name>> shares; and

Whereas <<name of representative>>, an individual (“<<rep’s last name>>”) resides in <<country of residence>> and is familiar with the affairs of the corporation and the contemplated acquisition of the <<short form of corporation’s name>> shares;

Now, Therefore, Be It Resolved that this corporation hereby retains the services of <<rep’s last name>> to assist the corporation with the acquisition of the <<short form of corporation’s name>>, and appoints <<rep’s last name>> as its agent and empowers<<rep’s last name>> with such authority as is necessary to effectuate the acquisition of the <<short form of corporation’s name>> shares.

Resolved Further that this corporation acquire the shares of <<short form of corporation’s name>> for such price and upon such terms and conditions as the corporation deems advisable.

Resolved Further that the President, Chief Financial Officer and/or <<rep’s last name>> are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the purchase of the shares of  <<short form of corporation’s name>>.

Acquisition of Automobile

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to acquire a vehicle for corporate use;

Now, Therefore, Be It Resolved, that this corporation acquire that certain <<description of automobile>> automobile with vehicle identification number <<vehicle identification number>> for such price and upon such terms and conditions as the President and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable.

Resolved, Further, that the President and/or Chief Financial Officer are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the purchase of such vehicle.

Adoption of Phantom Stock  Plan 

Whereas, a proposed draft of this corporation’s Phantom Stock Plan (the “Plan”) attached hereto as Exhibit “<<exhibit letter>>” has been distributed to each member of the Board of Directors of this corporation and each of the Shareholders of this corporation; and the Plan provides for the granting to key employees of this corporation of participation units in the gross sales price of this corporation in the event of the sale of the assets of the corporation, among other things; and

Whereas, it has been proposed that <<number>> Participation Units (as defined in the Plan) be reserved for <<employees’ names>>; and

Whereas, the Board of Directors and the Shareholders deem it to be in the best interests of this corporation that the Board of Directors and Shareholders adopt, ratify, and approve the Plan and take certain other actions necessary to ensure that this corporation continue to have the authority to grant participation units to officers, key employees, and other persons as a means of attracting and retaining such persons for the long-term success of this corporation.

Now, therefore, be it resolved, that the Plan, in the form submitted to the Shareholders and Board of Directors and attached hereto as Exhibit <<exhibit letter>>, be, and the same hereby is, approved and adopted, to be effective as of the date of adoption of this resolution; and

Resolved further, that the forms of Participation Unit Agreement distributed to each member of the Board of Directors and each of the Shareholders and attached hereto as exhibits to the Plan hereby are approved, and that all Units granted under the Plan shall be evidenced by the execution and delivery by this corporation and each participant of an agreement substantially in the form of such Agreement, with such changes thereto as the Board of Directors shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and

Resolved further, that the Plan shall be subject to such changes and amendments as may be approved from time to time by the Board of Directors;

Allocation Of Reserves For Expansion and Replacement

Whereas the Board of Directors has received financial reports for the corporation; and

Whereas the Board of Directors anticipates that cash required for the expansion of the business of the corporation and the replacement of equipment currently in use by the corporation will be approximately <<dollar amount (words)>> ($<<dollar amount (numbers)>>) within the next <<number of years>> years.

Now, Therefore, Be It Resolved that this corporation shall segregate the sum of <<dollar amount (words)>> ($<<dollar amount (numbers)>>) from the other assets of the corporation for expected expansion and replacement needs.

Bylaws

            Resolved that the Bylaws of this corporation is hereby amended in its entirety and replaced with the form attached hereto as Exhibit “<<exhibit letter>>”.


Amendment of Articles of Incorporation

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to amend its Articles of Incorporation provide for the elimination of liability of the directors of the corporation and the indemnification of its agents;

Now, Therefore, Be It Resolved that the Articles of Incorporation of the corporation be amended as set forth in the form of Certificate of Amendment of Articles of Incorporation of the corporation attached hereto as Exhibit “<<exhibit letter>>”;

Amendment To Bylaws; Appointment Of Director

Whereas, the Shareholders and Board of Directors of this corporation deem it desirable to change the number of authorized directors of this corporation to <<number of directors (words)>> (<<number of directors (numbers)>>).

Now, Therefore, Be It Resolved, that Article <<number>>, Section <<number>> of the Bylaws of this corporation is hereby amended to change the number of authorized directors of this corporation to<<number of directors (words)>> (<<number of directors (numbers)>>).

Resolved, Further, that <<name of director appointee>> is hereby appointed to fill the vacancy on the Board of Directors created by the foregoing change in the number of authorized directors effective immediately;

Amendment to Bylaws

Whereas, the Board of Directors of this corporation deems it desirable to change the date of the Annual Meeting of the Shareholders of this corporation to the First Monday in March.

 Now, Therefore, Be It Resolved, that Article I, Section 2 of the Bylaws of this corporation is hereby amended to change the Annual Meeting of the Shareholders of this corporation to the First Monday in March.

Appointment of Director to Fill Vacancy

Whereas, there is currently one vacancy on this Board of Directors;

Now, Therefore, Be It Resolved, that effective <<date>>, <<Name of Director>> is hereby appointed and elected a Director of this corporation to fill the existing vacancy to serve until her successor shall be duly elected, unless she resigns, is removed, or is otherwise disqualified from serving as a director of this corporation.

Officers

Whereas, the Shareholders and Board of Directors deem it to be in the best interest of this corporation to remove and replace the officers of this corporation;

Now, Therefore, Be It Resolved, that the following persons are elected to the offices indicated next to their names to serve until their successors shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of this corporation, to take their respective offices immediately upon such appointment.

 

President …………………… <<President’s Name>>

Vice President …………<<Vice president’s Name>>

Secretary …………………… <<Secretary’s Name>>

Chief Financial Officer ……….. <<CFO’s Name>>

Approval of Agreement

Resolved, that the form of Agreement presented to the Board of Directors in the form of Exhibit <<exhibit letter>> is hereby approved, and the officers of this corporation are, and each individually is, authorized and instructed, for and in the name of this corporation, to execute and deliver such Agreement in substantially the form that was presented to the Board of Directors as contained in Exhibit <<exhibit letter>>, with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and

Resolved Further, that the officers of this corporation be, and each acting alone is, hereby authorized, empowered and directed, for an on behalf of this corporation, to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing, amendment, and delivery of any and all papers, agreements, documents, instruments and certificates, and the payment of such sums, as such officers may deem necessary or advisable to carry out and perform the obligations of this corporation under such Agreement and consummate the transactions contemplated therein.

Approval Of Borrowing

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to borrow the sum of <<dollar amount (words)>> ($<<dollar amount (numbers)>>) (the “Loan”).

Now, Therefore, Be It Resolved that this corporation execute loan documents in favor of <<name of bank>>, (the “Lender”) in connection with the Loan, as evidenced by those certain loan documents, which, while not attached hereto are nonetheless incorporated herein by this reference; and

Resolved Further that either the President or the Chief Financial Officer of this corporation, acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this corporation, any and all documents required in connection with the Loan, with such changes thereto as the person executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Approval Of Loan

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to loan the sum of <<dollar amount (words)>> ($<<dollar amount (numbers)>> (the “Loan”) to <<name of borrower>> (the “Borrower”), which will be secured by the real property located at <<address of real property used as security>> (the “Property”).

Now, Therefore, Be It Resolved that this corporation obtain from Borrower executed loan documents in connection with the Loan in the form of that certain Promissory Note and Deed of Trust with Assignment of Rents, which, while not attached hereto are nonetheless incorporated herein by this reference; and

Resolved Further that either the President or the Chief Financial Officer of this corporation, acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this corporation, any and all documents required in connection with the Loan, with such changes thereto as the person executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

 

Approval Of Operating Agreement

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to acquire the real property located at <<address>> (the “Property”);

Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests of this corporation to form a California limited liability company called “<<name of LLC>>” to acquire the Property;

Now, Therefore, Be It Resolved that this corporation execute that certain Operating Agreement for <<name of LLC>>, which, while not attached hereto are nonetheless incorporated herein by this reference; and

Resolved Further that the President of this corporation, acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this corporation, any and all documents required in connection with the formation of <<name of LLC>> or the acquisition of the Property, including, but not limited to any financing thereof, with such changes thereto as the person executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Authorization of Corporation to Act as [general partner]/ [Manager]

Whereas the Board of Directors of the corporation have determined it to be in the best interests of the corporation to act as a [General Partner of ___________, LP, a ___________ limited partnership (the “Partnership”)] [Manager of ___________, LLC, a ____________ limited liability company (the “LLC”]);

Now, Therefore, Be It Resolved that this corporation execute that certain [Operating Agreement for the LLC] [Agreement of Limited Partnership for the Partnership], which, while not attached hereto are nonetheless incorporated herein by this reference; and

Resolved Further, that the officers of this corporation be, and each acting alone is, hereby authorized, empowered and directed, for an on behalf of this corporation, to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing, amendment, and delivery of any and all papers, agreements, documents, instruments and certificates, and the payment of such sums, as such officers may deem necessary or advisable to carry out and perform the obligations of this corporation under such [Partnership] [LLC].

Authorization of Lease

Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests of this corporation to lease that certain real property located at <<address of property>> (the “Property”).

Now, Therefore, Be It Resolved, that each of the officers of this corporation is hereby authorized, directed and empowered for and in the name of the corporation to execute and deliver to <<name of lessor>> (“Landlord”) that certain <<name of lease>> dated <<date>>, for the Property, which is attached hereto as Exhibit “<<exhibit letter>>” and incorporated herein by this reference.

Authorization of Medical Expense Reimbursement Plan

Whereas, a proposed draft of this corporation’s Medical Expense Reimbursement Plan (the “Plan”) attached hereto as Exhibit A has been distributed to each member of the Board of Directors of this corporation; and

Whereas, the Plan provides for reimbursement of medical expenses for the officers and certain employees of this corporation; and

Whereas, the Plan qualifies as an “accident and health plan” within the meaning of Section 105(e) of the Internal Revenue Code of 1986, as amended; and

Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests of this corporation to adopt the Plan and take certain other actions necessary and related to the adoption thereof.

Now, Therefore, Be It Resolved, that each of the officers of this corporation are hereby authorized, directed and empowered for and in the name of this corporation to take or cause to be taken any and all actions, including without limitation, the execution, acknowledgement, filing and delivery of any and all papers, agreements, documents, instruments and certificates, as such officers may deem necessary or advisable to carry out and perform the obligations of this corporation under the Plan.

Authorization of Officer Compensation

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to compensate the officers of this corporation.

Now, Therefore, Be It Resolved, ratified, confirmed, and approved, that until further action by this Board of Directors, the salaries of the officers are fixed in the following amounts, effective, retroactively, for the period ending as of the date of this meeting, and payable in installments and at times prescribed by the Board.

Name of Officer          Office              Salary Amount

<<officer’s name>>    <<office>>      $<<amount (numbers)>>

 

… continue if bonus paid ….

 

Resolved Further, that the bonuses of the officers are fixed in the following amounts, effective, retroactively, for the period ending as of the date of this meeting, and payable as prescribed by the Board.

Name of Officer          Office              Bonus Amount

<<officer’s name>>    <<office>>      $<<amount (numbers)>>

… continue if retirement plan contribution made …. If More than one Plan, use this resolution as many times as necessary

 

Resolved Further, that the contributions to the <<name/type of plan>> Plan established by this corporation for the officers are fixed in the following amounts and payable as prescribed by the Board.

Name of Officer          Office              Contribution Amount

<<officer’s name>>    <<office>>      $<<amount (numbers)>>

 

… continue in all cases ….

 

Resolved Further, that each of the officers of this corporation is hereby authorized, directed and empowered for and in the name of this corporation to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing and delivery of any and all papers, agreements, documents, instruments and certificates, as such officer may deem necessary or advisable to carry out and perform the obligations of this corporation with respect to the compensation authorized by this Board.

Authorization to Transact Business Under
Fictitious Business Name

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to conduct business as “<<FBN>>” and “<<FBN#2>>”;

Now, Therefore, Be It Resolved that the corporation shall file a Fictitious Business Name Statement in the office of the Clerk of <<County>> County, <<State>> and take such other action as may be required by this corporation pursuant to Business and Professions Code Sec. 17900 et seq., to enable this corporation to conduct business as “<<FBN>>” and “<<FBN#2>>”;


Purpose of The Corporation

Whereas the Board of Directors deems it advisable and in the best interests of the corporation to no longer act as a [property management company] and to instead limit its activities to acting solely as a [general contractor];

Therefore It Is Resolved that the corporation shall limit its business activities to acting as a general contractor and shall execute such further documents and obtain such licenses and permits in connection therewith as the President and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable

Change of Year End

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to change the year end of the corporation;

Now, Therefore, Be It Resolved, that each subsequent fiscal year of this corporation shall end on <<month/day>>.

Resolved, Further, that the President and/or Chief Financial Officer are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the change in year end.

Declaration of Dividend

Whereas, the Shareholders and the Board of Directors have received current financial reports of the corporation;

Now, Therefore, Be It Resolved, that this corporation declares a dividend of  <<amount of dividend (words)>> ($<<amount of dividend (numbers)>>) per share of Common Stock to holders of record as of <<date>>, payable on <<date payable>>, subject to compliance with applicable provisions of the California Corporations Code.  Notwithstanding the foregoing, this corporation may at its option pay such dividend on <<alternate date>>, at the rate of <<dollar amount (words)>> ($<<dollar amount (numbers)>>) per share to shareholders entitled thereto pursuant to the provisions hereof.

Issuance of Shares to New Shareholders

Whereas the Board of Directors deems it advisable and in the best interests of the corporation to take steps to issue additional shares of its capital stock;

Therefore It Is Resolved that the corporation sell and issue <<number of shares (words)>> (<<number of shares (numbers)>>) shares, to the person and for the consideration set forth below; that the consideration for these shares shall be paid in full before their issuance and delivery; and that the notice required by California Corporations Code Section 25102(f) shall be executed and filed, or mailed for filing by, the California Commissioner of Corporations after the consideration for the shares is received by the corporation.

To <<name of purchaser>>, an individual, <<number of shares (words)>> (<<number of shares (numbers)>>) shares at <<total price (words)>> ($<<total price (numbers)>>) each for a cash price of <<price of individual shares (words)>> ($<<price of individual shares (numbers)>>)

Resolved Further that the notice required that the notice required by California Corporations Code Section 25102(f) shall be executed and filed, or mailed for filing by, the California Commissioner of Corporations after the consideration for the shares is received by the corporation.

Issuance of Shares to New Shareholders

Whereas, the undersigned deem it advisable and in the best interest of the corporation to issue additional shares.

Resolved that the corporation sell and issue <<number of shares (words)>> (<<number of shares (numbers)>>) shares to <<recipient of shares>>

Lease of Automobile

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to lease a vehicle for corporate use;

Now, Therefore, Be It Resolved, that this corporation lease that certain ___________  automobile for such price and upon such terms and conditions as the President  and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable.

Resolved, Further, that the President and/or Chief Financial Officer  are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the lease of such vehicle.

Payment of Interest on Previous Year’s Loan Balance

            Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to pay the remaining interest of $_________ on the previous year’s loan balance of this corporation.

Now, Therefore, Be It Resolved, ratified, confirmed, and approved, that each of the officers of this corporation is hereby authorized, directed and empowered for and in the name of this corporation to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing and delivery of any and all papers, agreements, documents, instruments and certificates, as such officer may deem necessary or advisable to carry out and perform the obligations of this corporation with respect to the payment of interest on the previous year’s loan balance authorized by this Board.

Qualification To Do Business In <<State>>

After discussion and upon motion duly made and seconded, the following resolution was adopted:  

Whereas the Board of Directors deems it advisable and in the best interests of the corporation to qualify the corporation to do business in <<State>>;

Therefore It Is Resolved that for the purpose of authorizing the Company to do business in any jurisdiction in which it is necessary or expedient for the Company to transact business, the officers of the Company be, and each of them hereby is, 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, if required, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such jurisdiction 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 any appointment for agent or attorney for service of process and to file such certificates, reports, revocations of appointment, or surrenders of authority as may be necessary to terminate the authority of the Company to do business in any such jurisdiction.

Receipt of Interest Payment

            Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to receive the payment of the remaining interest of $142.53 on the loan balance of this corporation.

Now, Therefore, Be It Resolved, ratified, confirmed, and approved, that each of the officers of this corporation is hereby authorized, directed and empowered for and in the name of this corporation to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing and delivery of any and all papers, agreements, documents, instruments and certificates, as such officer may deem necessary or advisable to carry out and perform the obligations of this corporation with respect to the receipt of payment of the remaining interest on the loan balance authorized by this Board.

Renewal of Employment Agreement

Whereas, the Director deems it to be in the best interests of this corporation to renew the Employment Agreement between this corporation and __________ (“Employment Agreement”);

Now, Therefore, Be It Resolved, that this corporation renew the Employment Agreement;

Resolved Further, that either the President or the Chief Financial Officer of this corporation, acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this corporation, any and all documents required in connection with the renewal of the Employment Agreement, with such changes thereto as the person executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Renewal of Line of Credit

Whereas certain indebtedness is owed to this corporation by <<name>>, an individual (the “Borrower”) pursuant to the terms of that certain Revolving Line of Credit Promissory Note in the principal amount of <<dollar amount (words)>> ($<<dollar amount (numbers)>>) (the “Line of Credit”), which while not attached hereto is nonetheless incorporated herein by this reference;

Whereas the outstanding principal balance owed to this corporation by the Borrower under the Line of Credit as of the date hereof is <<dollar amount (words)>> ($<<dollar amount (numbers)>>);

Now, Therefore, Be It Resolved that this corporation renew the Line of Credit for a period of <<number of years (words) >> (<<number of years (numbers)>>) from the date hereof;

Resolved Further that either the President or the Chief Financial Officer of this corporation, acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this corporation, any and all documents required in connection with the renewal of the Line of Credit, with such changes thereto as the person executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Repayment of Advances

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to repay certain advances made by Shareholders of this corporation in the total amount of the sum of <<dollar amount (words)>> ($<<dollar amount (numbers)>>) (collectively, the “Advances”).

Now, Therefore, Be It Resolved that this corporation repay the Advances to the following Shareholders in the following amounts:

Shareholders Amount
<<name>> $<<amount>>
<<name>> $<<amount>>
<<name>> $<<amount>>
Total $<<total>> 

Resolved Further that either the President or the Chief Financial Officer of this corporation, acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this corporation, any and all documents required in connection with repaying the Advances to the Shareholders as described herein.

Resignation And Severance Agreement

            Whereas, <<director>> has dutifully served this corporation since its formation; and

            Whereas, the Board has received from <<director>>, his written resignation from the Board of Directors;

            Now, Therefore, be it Resolved, that <<director>>’s resignation is hereby accepted.

            Resolved, Further, that the Shareholders and Board of Directors hereby approve a proposed from of Severance Agreement between this corporation and <<director>>; and

            Resolved, Further, that the President, Vice President or Chief Financial Officer of this corporation are, and each acting alone is, hereby authorized to execute and deliver on behalf of this corporation the Severance Agreement substantially in the form attached hereto as Exhibit “<<exhibit letter>>”, with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Restated Articles of Incorporation

Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the best interests of the corporation to restate its Articles of Incorporation provide for the elimination of liability of the directors of the corporation and the indemnification of its agents;

Now, Therefore, Be It Resolved that the Articles of Incorporation of the corporation be amended as set forth in the form of Restated Articles of Incorporation of the corporation attached hereto as Exhibit “<<exhibit number>>”;

Revocation of Subchapter S Tax Election 

            The Board discussed the possible tax advantages and disadvantages to the shareholders of having the corporation taxed under Subchapter S of the Internal Revenue Code.

Upon motion duly made, seconded, discussed and carried, the following resolution was adopted:

Resolved that the corporation elect to revoke its election to be taxed by the federal government under Section 1372 of the Internal Revenue Code and that the Officers of this corporation, and each of them as is necessary, are authorized and directed to execute and file with the Internal Revenue Service such documents as are necessary to carry out the intent of this section.

Subchapter S Tax Election

Whereas the Board next discussed the possible tax advantages to the shareholders of having the corporation taxed under Subchapter S of the Internal Revenue Code and that to secure such advantage it would be necessary to file an Election by a Small Business Corporation (Form 2553) to be so taxed with the Internal Revenue Service.

Upon motion duly made, seconded, discussed and carried, the following resolution was adopted:

Resolved that the corporation elect to be taxed by the federal government under Section 1372 of the Internal Revenue Code and that the Officers of this corporation, and each of them as is necessary, are authorized and directed to execute and file with the Internal Revenue Service an Election by a Small Business Corporation (Form 2553).

Sale of Property

Whereas, the Board of Directors deems it desirable and in the best interests of this corporation to sell that certain property located at <<street address>>, in the City of <<city name>>, County of <<county name>>, State of California (the “Property”)

Now Therefore Be It Resolved, that this corporation sell the Property for the sum of <<sales price (words)>> ($<<sales price (numbers)>>) with such adjustments thereto and upon such terms and conditions as the President and/or Chief Financial Officer of this corporation may, in their discretion, deem advisable.

Resolved Further that the President and/or Chief Financial Officer are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the purchase of the Property, including but not limited to purchase agreements and escrow documents.

Substitution of Agent for Service of Process

Resolved, that <<name>> is approved as this corporation’s agent for service of process in California, substituting for this corporation’s current agent for service of process.

Resolved further, that the officers of this corporation shall make such filings with the Secretary of State as shall be necessary to effect the substitution of this corporation’s agent for service of process.

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