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________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Consent Resolution of Board of Directors 1 ith 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 ____________t 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 w______________________ ______________________________________ ______________________________________ Being all of the directors of the corporation. The undersigned, ____________________, certifies tha___________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ________________Name of Director of Corporation ______________________________________ ______________________________________ ______________________________________ ______________________________________ ___________orporation. The officers of this corporation are hereby authorized to perform all necessary acts to carry out such resolution. Dated: ____________, 20 ___ Signature of Director of Corporation Printed the ______________________ of the corporation be $__________. Therefore, it is RESOLVED, that the corporation shall provide an annual salary of $____________ to the _________________________ of the cat a duly called meeting of the board of directors of this corporation. By unanimous consent of the board of directors of this corporation, it is decided that it is advisable that the annual salary ofe undersigned, being all of the directors of this corporation 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 for directors. Check your corporation's bylaws to determine whether consent resolutions are permissible. Consent Resolution of Board of Directors of __________ Authorizing Officer's Annual Salary Tha sample written consent resolution that may be used in lieu of the directors resolution above. First, however, you must verify that the bylaws of your corporation allow the use of consent resolutionsaction. Consent resolutions are most useful in those 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 t of corporations. Formal meetings are not necessary, although for many issues, meetings may be highly recommended as a method to record the remarks and positions of board m embers who may oppose the agement. They require, however, the written consent 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 managemennstructions for Consent Resolutions In recent years, the use of consent resolutions has increased among businesses. These resolutions are used in lieu of formal meetings and can simplify corporate manfull force and effect. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Notes and Iy adopted at a meeting of the board of directors 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 olution. The undersigned, ____________________, 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 dulrovide an annual salary of $____________ to the _________________________ of the corporation. The officers of this corporation are hereby authorized to perform all necessary acts to carry out such resg it was decided, by majority vote, that it is advisable that the annual salary of the ______________________ of the corporation be $__________. Therefore, it is RESOLVED, that the corporation shall ps duly called and held on ____________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meetinnus to employees Directors Resolutions Checklist 2 Resolution of Board of Directors of _______________ Authorizing Officer's Annual Salary A meeting of the board of directors of this corporation wayment of officers' salaries Authorizing a restricted stock transfer Authorizing a registered office address change Authorizing the corporate president to make purchases Authorizing the payment of a bog group insurance plans Authorizing death benefit plans Authorizing other employee benefit plans Authorizing recision of prior resolutions Authorizing loans to directors or officers Authorizing the paAuthorizing employee stock option plans Authorizing pension plans Directors Resolutions Checklist 1 ? ? ? ? ? ? ? ? ? ? ? ? Authorizing profit-sharing plans Authorizing healthcare plans Authorizinto be declared and paid annually Authorizing stock dividends to be declared and paid quarterly Authorizing the reimbursement of expenses to an employee Authorizing the retention of corporate earnings on to enter into a real estate lease Authorizing a lawsuit Authorizing the appointment of a lawyer Authorizing the appointment of an accountant Authorizing stock dividends Authorizing stock dividends ? ? ? ? ? ? ? ? Authorizing major contracts Authorizing the sale of corporate real estate Authorizing the purchase of real estate Authorizing the corporation to borrow money Authorizing the corporatiessary for the corporation or its officers to be specifically authorized to transact significant business transactions. The following items may be the subject of directors resolutions: ? ? ? ? ? ? ? ld be consulted for all serious legal matters. Directors Resolutions Checklist Directors resolutions need to be adopted at official meetings of the board of directors of the corporation. They are nechowever caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney shoundirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) ed at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, iaterials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are usse of these materials. FindLegalForms, Inc. does 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 m regarding the duties and responsibilities of corporate directors. Please consult your Secretary of State's website for specific information. Disclaimer No Attorney-Client relationship is created by uAnnual Salary) · Instructions and Sample for Consent Resolutions NOTE: This packet includes materials generally applicable to corporations in any state. However, there may be some state-specific ruleset a salary for a corporate officer using a consent resolution. Included in this kit are the following: · Directors Resolutions Checklist · Sample Board of Directors Resolution (Authorizing Officer's oard of directors may wish to take action without the process of meeting in person, through the use of a written consent resolution. This kit includes instructions for authorizing the corporation to se not required for all of the normal 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 bn. The resolutions adopted should be kept permanently in the corporate record book. A checklist is included in this kit illustrating circumstances for which directors resolutions are required. They arors. In most situations and for most 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 resolutioafting a board of directors resolution authorizing your corporation to set an annual salary for one of its corporate officers. Directors resolutions are records of official acts of the board of directInformation Board of Directors Resolution (Authorizing Officer's Annual Salary) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides the tools for dr