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_______________________ _____________________________ _____________________________ ______________________________ Unanimous Written Consent of the Board of Directors 2 f the date first written above. This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. ______cretion, may deem necessary or advisable and appropriate to carry out the purposes of the foregoing resolutions. IN WITNESS WHEREOF, the foregoing resolutions is hereby consented to and approved as o or amendments or supplements to such documents, including any blue sky filings and stock certificates, or to do or to cause to be done any and all other acts and things as such officers, in their disUTION Resolved, that the officers of the Company be, and they hereby are, authorized, directed and empowered to execute any applications, certificates, agreements or any other instruments or documentshe Employment Agreement is hereby approved, and that the proper officers are hereby authorized and directed to execute and deliver the Employment Agreement on behalf of the Company. V. OMNIBUS RESOL attached hereto as Exhibit A (the "Employment Agreement"), providing the terms conditions and covenants of ______________________'s employment with the Company. Now, Therefore, Be It Resolved, that t_________ in the position of ______________________ and to enter into an agreement to govern his/her employment with the Company; and Whereas, the Board has reviewed that certain employment agreement,___ ______________________________ ______________________________ IV. APPROVAL OF EMPLOYMENT AGREEMENT Whereas, the Board believes that it is in the best interest of the Company to retain __________o hold such office until the earlier of the officer's resignation or removal or until the officer's successor is duly appointed and qualified: President Treasurer Secretary ___________________________or until their respective successors are duly appointed and qualified. III. ELECTION OF OFFICERS Resolved, that the following are hereby elected to the office of the Company opposite their name, and t Now, Therefore, Be It Resolved, that ______________, ________________, and____________________ are hereby appointed to the Board to serve until the earlier of their respective resignation or removal ________ to ___________ members. II. APPOINTMENT OF DIRECTORS Whereas, there are ________ vacancies on the Board, the Board believes it to be in the best interest of the Company to fill the vacancies.umber of directors on the Board from _________ to ___________. Now Therefore Be It Resolved, that pursuant to the Bylaws of the Company, the number of directors on the Board is hereby increased from _mpany"), do hereby consent to the following resolutions without a meeting: I. INCREASE IN NUMBER OF DIRECTORS Whereas, the Board believes it to be in the best interest of the Company to increase the nYOUR COMPANY'S NAME] [INSERT DATE] The undersigned, constituting all of the directors of ___________________________ [insert Company Name] a ___________________ [insert state of incorporation](the "Co. In addition, before using this form you should always consult with your attorney to ensure that it addresses your specific situation. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [INSERT rning documents. These types of agreement are governed by state law. Many of the state laws differ considerably; therefore you should become familiar with the laws of your state before using this formes, (iii) election of directors, (iv) approval of an employment agreement and (vi) an omnibus resolution. You should erase any resolutions that are inappropriate or prohibited under the company's govesolutions for (i) increasing the number of board members (this action may often require a similar resolution by the Company's shareholders), (ii) appointing directors to fill the newly created vacanciof directors will vary depending on (i) the needs of the company and (ii) the extent of the board's powers as determined by the company's bylaws and articles of incorporation. This consent includes reonsent of the Board of Directors is document that allows the board of directors of a company to take actions without a formal meeting. The actions (also referred to as resolutions) taken by the board y. The purchase and use of these forms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Information Unanimous Written Consent ­ Board of Directors The Unanimous Written C not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another partcords. Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and shoulduments. Because this is a unanimous consent, all members of the Board of Directors must sign the consent. This Consent, once finalized and signed, should be kept with your other important corporate ret require. Additional resolutions may also be added. Review your company's Bylaws and Articles of Incorporation to ensure that the actions the board wants to take are allowed under those governing doctten Consent; and (3) The Unanimous Written Consent (the "Consent"). This Consent includes general resolutions that your company may need. Carefully review the resolutions and erase any that you do noInstructions & Checklist Unanimous Written Consent ­ Board of Directors This package contains: (1) Instructions and Checklist for the Unanimous Written Consent; (2) Information about the Unanimous Wriully Submitted, ________________________ Secretary of the Meeting 2 and upon motion duly made, seconded and carried, it was resolved that: VI. ADJOURNMENT There being no further business, the directors agreed to adjourn the meeting at _____________________. Respectfctions that are up for discussion. In certain cases, the board will decide to act on a particular issue. In that case you may want to include a more formal resolution in the minutes.] After discussion attendees may give reports. You should include an overview of what is presented.] V. NEW BUSINESS [Generally after the reports are given, the board will entertain new business. These are items and ae CEO/President and Treasurer will give reports regarding the status and outlook of the Company.] IV. REPORTS FROM STANDING COMMITTEES ___________________ gave an update of _______________. [Differentd before they are considered the official minutes of the meeting.] III. FINANCIAL STATUS REPORT ____________________, the _________ of the Company then presented the financial status report. [Often thocedures must be taken to call a meeting and provide notice.] II. APPROVAL OF MINUTES The minutes for the meeting held on _______________, 20__ were approved as presented. [The minutes must be approvealled in accordance with the Bylaws of the Company. Notice was mailed to the directors via __________ on _________________, 20__, in accordance with the Bylaws. [Check your Bylaws to determine what prge depending on the agenda and business of your meeting. The provisions below are a guide to help you. Erase those sections that are unnecessary and add where appropriate.] I. NOTICE The meeting was cord when anyone enters or leaves the meeting.] ____________________________ presided as Chairman of the meeting and ________________________ acted as Secretary. [The contents of your minutes will chan__________________ [include the names of any others who attended the meeting. This may include the Company's attorney, officers of the Company or others. For the purposes of the minutes you should rec__ ________________________________________________________________________ [insert all directors who participated]. Also present by invitation were: _____________, _________________________, and ____ _________ and ended at___________. The following directors were present in person or by telephone and constituted a quorum pursuant to the Bylaws of the Company: _____________________________________mpany's name] (the "Company") held a meeting on ____________________, 20__ at __________________________________________________________ [insert address where meeting took place]. The meeting began atconsult with your attorney to ensure that it addresses your specific situation. MINUTES OF THE BOARD OF DIRECTORS MEETING [INSERT DATE] The directors of ______________________________ [insert the coy state law. Many of the state laws differ considerably; therefore you should become familiar with the laws of your state before using this form. In addition, before using this form you should always of director's meeting. Among the items recorded will be those attending, approval of the last meeting's minutes, resolutions regarding the company's business, etc. This type of document is governed bis form is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Information Minutes of the Meeting ­ Board of Directors The Minutes of the Meeting is a written record of a board first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party. The purchase and use of thime to time and from state to state. This form is not intended to be and is not a substitute for legal advice. This form should only be a starting point for you and should not be used or signed beforeing should sign the Minutes after they have been approved by the board of directors. The Minutes, once approved and signed, should be kept with your other important corporate records. Laws vary from t your company's bylaws to determine whether there is a quorum present at the meeting (the number of directors required to be present before the meeting can conduct business). The secretary of the meet Meeting (the "Minutes"). These Minutes include general items that are provided to guide you; however, you should not use these items if they do not accurately reflect the course of the meeting. CheckInstructions & Checklist Minutes of the Meeting ­ Board of Directors This package contains: (1) Instructions and Checklist; (2) Information about the Minutes of the Meeting; and (3) The Minutes of the______________________ Secretary : I. [Insert a list of all matters which are to be addressed at the meeting.] II. III. The transaction of such other and further business as may properly come before the meeting. Date _____________ ______________ [insert time meeting is to take place] at _______________________________________ [insert address where meeting is to take place]. The following matters will be addressed at the meeting_____________ [insert the company's name] (the "Company") that [a special/the annual] [choose one]board of directors meeting will be held on ____________________, 20__ starting at ____________________sult with your attorney to ensure that it addresses your specific situation. NOTICE OF BOARD OF DIRECTORS MEETING OF [INSERT COMPANY NAME] Notice is hereby given to the directors of _________________tate law. Many of the state laws differ considerably; therefore you should become familiar with the laws of your state before using this form. In addition, before using this form you should always conthe items that are on the agenda. If this notice complies with the bylaws of your company, it can be used for either the annual meeting or for a special meeting. This type of document is governed by s Information Notice of the Meeting--Board of Directors The Notice of the Meeting is a communication to the directors of a company informing them that a board of directors meeting will take place and ion. An attorney should be consulted before negotiating any document with another party. The purchase and use of this form is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com.stitute for legal advice. This form should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situathe Notice. The Notice, once finalized, should be kept with your other important corporate records. Laws vary from time to time and from state to state. This form is not intended to be and is not a subeting (the "Notice") Check your corporation's governing documents to determine what requirements must be met when sending out notice to the directors. The Secretary of your company will need to sign tInstructions & Checklist Notice of the Meeting ­ Board of Directors This package contains: (1) Instructions and Checklist; (2) Information about the Notice of the Meeting; and (3) The Notice of the Metor usiness that may properly come before the meeting. Date: _____________ ______________________ Director ______________________ Director ______________________ Director ______________________ Directing of the Board of Directors of the Company to be held at ________________________ [give location of meeting] at ______________ [give time of meeting]. We further consent to the transaction of any b WAIVER OF NOTICE OF THE BOARD OF DIRECTORS MEETING OF [INSERT COMPANY NAME] We, the undersigned Directors of ________________________ (the "Company"), hereby waive notice of the [annual/special] meemeeting] at ______________ [give time of meeting]. I further consent to the transaction of any business that may properly come before the meeting. Date _____________ ______________________ Director ctor of ________________________ (the "Company"), hereby waive notice of the [annual/special] meeting of the Board of Directors of the Company to be held at ________________________ [give location of you should always consult with your attorney to ensure that it addresses your specific situation. WAIVER OF NOTICE OF THE BOARD OF DIRECTORS MEETING OF [INSERT COMPANY NAME] I, the undersigned Direument is governed by state law. Many of the state laws differ considerably; therefore you should become familiar with the laws of your state before using this form. In addition, before using this formn that situation, a Waiver of Notice of the Meeting may be used. This document simply allows the directors to waive the notice requirements so that the meeting may proceed as planned. This type of docvided. The method and timing of the notice are often specified. There are circumstances, however, where either the company is unable to provide notice or the particulars of the meeting have changed. Iom. Information Waiver of Notice of the Meeting--Board of Directors The governing documents of a company (e.g. bylaws) may require that before a board of directors meeting is held, notice must be prouation. An attorney should be consulted before negotiating any document with another party. The purchase and use of this form is subject to the "Disclaimers and Terms of Use" found at findlegalforms.csubstitute for legal advice. This form should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular sitn erase the italicized statements in the Waiver; these are just instructions to help you complete it. Laws vary from time to time and from state to state. This form is not intended to be and is not a more than one director. All of the directors who did not receive proper notice will need to sign the Waiver. The Waiver, once signed, should be kept with your other important corporate records. You catermine what requirements must be met when obtaining a Waiver from your directors. This package contains two different waivers. One is for signature by one director and the other is for signatures by The Waiver of Notice of the Meeting (the "Waiver") for single Director (4) The Waiver of Notice of the Meeting (the "Waiver") for more than one Director Check your company's governing documents to deInstructions & Checklist Waiver of Notice of the Meeting ­ Board of Directors This package contains: (1) Instructions and Checklist; (2) Information about the Waiver of Notice of the Meeting; and (3)____________ Printed Name of Secretary of Corporation Consent Resolution for Board of Directors 2 ______, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporation ________tion and that the above is a true and correct copy of the resolution that was duly adopted by consent of the board of directors in accordance with state law and the bylaws of the corporation on ______sent Resolution for Board of Directors 1 Being all of the directors of the corporation. The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corpora ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ Con_____ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ out such resolution. Dated: ____________, 20 ___ Signature of Director of Corporation Printed Name of Director of Corporation ______________________________________ _________________________________irectors of this corporation, it is decided that: Therefore, it is RESOLVED, that the corporation shall: The officers of this corporation are hereby authorized to perform all necessary acts to carrybylaws of this corporation, consent to the adoption of the following as if it was adopted at a duly called meeting of the board of directors of this corporation. By unanimous consent of the board of dtion of the Board of Directors of _____________________ Authorizing ___________________ The undersigned, being all of the directors of this corporation and acting in accordance with state law and the verify that the bylaws of your corporation allow the use of consent resolutions for directors. Check your corporation's bylaws to determine whether consent resolutions are permissible. Consent Resoluctors are in complete agreement regarding the action to be taken. Following is a sample written consent resolution that may be used in lieu of the directors resolution above. First, however, you must method to record the remarks and positions of board members who may oppose the action. Consent resolutions are most useful in those situations where the board of directors is small and all of the direse of consent resolutions allows for a much greater flexibility in the management of corporations. Formal meetings are not necessary, although for many issues, meetings may be highly recommended as a e resolutions are used in lieu of formal meetings and can simplify corporate management. They require, however, the written consent of all of the directors of a corporation in order to be valid. The uation ____________________ Printed Name of Secretary of Corporation Notes and Instructions for Consent Resolutions In recent years, the use of consent resolutions has increased among businesses. Thesration on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corportion and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corpoporation are hereby authorized to perform all necessary acts to carry out this resolution. The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporarectors was present and at the meeting it was decided, by majority vote, that it is necessary for the corporation to: Therefore, it is RESOLVED, that this corporation shall: The officers of this cord of directors of this corporation was duly called and held on ____________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. A quorum of the board of di corporate president to make purchases Authorizing the payment of a bonus to employees Directors Resolutions Checklist 2 Resolution of the Board of Directors of ______________ A meeting of the boarolutions Authorizing loans to directors or officers Authorizing the payment of officers' salaries Authorizing a restricted stock transfer Authorizing a registered office address change Authorizing thethorizing profit-sharing plans Authorizing healthcare plans Authorizing group insurance plans Authorizing death benefit plans Authorizing other employee benefit plans Authorizing recision of prior respenses to an employee Authorizing the retention of corporate earnings Authorizing employee stock option plans Authorizing pension plans Directors Resolutions Checklist 1 ? ? ? ? ? ? ? ? ? ? ? ? Auan accountant Authorizing stock dividends Authorizing stock dividends to be declared and paid annually Authorizing stock dividends to be declared and paid quarterly Authorizing the reimbursement of ex Authorizing the corporation to borrow money Authorizing the corporation to enter into a real estate lease Authorizing a lawsuit Authorizing the appointment of a lawyer Authorizing the appointment of ing items may be the subject of directors resolutions: ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Authorizing major contracts Authorizing the sale of corporate real estate Authorizing the purchase of real estateal meetings of the board of directors of the corporation. They are necessary for the corporation or its officers to be specifically authorized to transact significant business transactions. The followarising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Directors Resolutions Checklist Directors resolutions need to be adopted at officior services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods r any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors he "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness foyour state. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to t may be some state-specific guidelines and restrictions regarding the duties and responsibilities of corporate directors. Please consult your Secretary of State's website for specific information for hecklist · Sample Board of Directors Resolution · Instructions and Sample for Consent Resolutions NOTE: This packet includes materials generally applicable to corporations in any state. However, therethe use of a written consent resolution. This kit includes instructions for drafting a consent resolution for your board of directors. Included in this kit are the following: · Directors Resolutions Cctors resolutions are only necessary to document a corporation's major transactions. In certain cases, the board of directors may wish to take action without the process of meeting in person, through ist is included in this kit illustrating circumstances for which directors resolutions are required. They are not required for all of the normal day-to-day transactions of a business. In general, direat an official meeting (as long as the number present constitutes a quorum) is required to adopt a resolution. The resolutions adopted should be kept permanently in the corporate record book. A checkl corporation's board of directors. Directors resolutions are records of official acts of the board of directors. In most situations and for most corporations, a majority vote of the directors present Information Board of Directors Resolution (Generic) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides the tools for drafting a resolution for your