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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 Wri