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___________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Consent Resolution of Board of Directors 2 with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________, 20 ___ Corporate Seal _________hat he or she is the duly elected secretary of this corporation 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________________ ______________________________________ Consent Resolution of Board of Directors 1 Being all of the directors of the corporation. The undersigned, ____________________, certifies t_____________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ________________________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ _________________are hereby authorized to perform all necessary acts to carry out such resolution. Dated: ____________, 20 ___ Signature of Director of Corporation Printed Name of Director of Corporation ____________he purpose of: Therefore, it is RESOLVED, that this corporation shall appoint _______________________, located at ________________________, in the following matter: The officers of this corporation of this corporation. By unanimous consent of the board of directors of this corporation, it is decided that it has become necessary, for the benefit of the corporation, to appoint an accountant for tcorporation and acting in accordance with state law and the bylaws of this corporation, consent to the adoption of the following as if it was adopted at a duly called meeting of the board of directorsto determine whether consent resolutions are permissible. Consent Resolution of Board of Directors of __________ Authorizing Appointing Accountant The undersigned, being all of the directors of this used in lieu of the directors resolution above. First, however, you must verify that the bylaws of your corporation allow the use of consent resolutions for directors. Check your corporation's bylaws hose situations where the board of directors is small and all of the directors are in complete agreement regarding the action to be taken. Following is a sample written consent resolution that may be ssary, although for many issues, meetings may be highly recommended as a method to record the remarks and positions of board members who may oppose the action. Consent resolutions are most useful in tsent of all of the directors of a corporation in order to be valid. The use of consent resolutions allows for a much greater flexibility in the management of corporations. Formal meetings are not necears, the use of consent resolutions has increased amo ng businesses. These resolutions are used in lieu of formal meetings and can simplify corporate management. They require, however, the written con__ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Notes and Instructions for Consent Resolutions In recent ye that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________, 20 _ certifies that he or she is the duly elected secretary of this corporation 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___________________, in the following matter: The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution. The undersigned, ____________________,s become necessary, for the benefit of the corporation, to appoint an accountant for the purpose of: Therefore, it is RESOLVED, that the corporation shall appoint ______________________, located at _, at _____ o'clock ___. m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meeting it was decided, by majority vote, that it haklist 2 Resolution of Board of Directors of _______________ Authorizing Appointing Accountant A meeting of the board of directors of this corporation was duly called and held on ____________, 20 ___stricted stock transfer Authorizing a registered office address change Authorizing the corporate president to make purchases Authorizing the payment of a bonus to employees Directors Resolutions Checnefit plans Authorizing other employee benefit plans Authorizing recision of prior resolutions Authorizing loans to directors or officers Authorizing the payment of officers' salaries Authorizing a reorizing pension plans Directors Resolutions Checklist 1 ? ? ? ? ? ? ? ? ? ? ? ? Authorizing profit-sharing plans Authorizing healthcare plans Authorizing group insurance plans Authorizing death be stock dividends to be declared and paid quarterly Authorizing the reimbursement of expenses to an employee Authorizing the retention of corporate earnings Authorizing employee stock option plans Authzing a lawsuit Authorizing the appointment of a lawyer Authorizing the appointment of an accountant Authorizing stock dividends Authorizing stock dividends to be declared and paid annually Authorizing Authorizing the sale of corporate real estate Authorizing the purchase of real estate Authorizing the corporation to borrow money Authorizing the corporation to enter into a real estate lease Authorio be specifically authorized to transact significant business transactions. The following items may be the subject of directors resolutions: ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Authorizing major contractss. Directors Resolutions Checklist Directors resolutions need to be adopted at official meetings of the board of directors of the corporation. They are necessary for the corporation or its officers ty, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matterconsequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liabilitndLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or e any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) Fidoes not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not givf corporate directors. Please consult your Secretary of State's website for specific information. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. Consent Resolutions NOTE: This packet includes materials generally applicable to corporations in any state. However, there may be some state-specific rules regarding the duties and responsibilities on consent resolution. Included in this kit are the following: · Directors Resolutions Checklist · Sample Board of Directors Resolution (Authorizing Appointing Accountant) · Instructions and Sample foraction without the process of meeting in person, through the use of a written consent resolution. This kit includes instructions for authorizing the corporation to appoint an accountant using a writtel day-to-day transactions of a business. In general, directors resolutions are only necessary to document a corporation's major transactions. In certain cases, the board of directors may wish to take e kept permanently in the corporate record book. A checklist is included in this kit illustrating circumstances for which directors resolutions are required. They are not required for all of the normat corporations, a majority vote of the directors present at an official meeting (as long as the number present constitutes a quorum) is required to adopt a resolution. The resolutions adopted should bting a board of directors resolution authorizing your corporation to appoint an accountant. Directors resolutions are records of official acts of the board of directors. In most situations and for mosInformation Board of Directors Resolution (Authorizing Appointing Accountant) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides the tools for draf