FII - Form of Action by Incorporator by thefunded

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									This sample Action by Sole Incorporator has been prepared by Wilson Sonsini Goodrich & Rosati for informational purposes only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample Action by Sole Incorporator nor the transmission of any information contained in this website is intended to create, and receipt hereof or thereof does not constitute formation of, an attorney-client relationship. Internet subscribers and online readers should not rely upon this sample Action by Sole Incorporator or the information contained in this website for any purpose without seeking legal advice from a licensed attorney in the reader’s state. The information contained in this website is provided only as general information and may or may not reflect the most current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or complete. Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this website. Further, Wilson Sonsini Goodrich & Rosati does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through this website.

ACTION BY SOLE INCORPORATOR OF [INSERT NAME OF COMPANY] ____________ ___, 20__ In accordance with Section 108 of the Delaware General Corporation Law, the undersigned sole incorporator of [insert name of company], a Delaware corporation (the “Company”), takes the following actions and resolves as follows: Bylaws   The bylaws attached as Exhibit A are hereby adopted as the bylaws of the Company. The Secretary of the Company is authorized and directed to execute a certificate of the adoption of the bylaws and to insert such certificate and the bylaws in the minute book of the Company.

Directors   The initial board of directors of the Company shall consist of [insert number of directors] member[s]. [Insert names of directors] [are/is] appointed to serve as the initial member[s] of the board of directors, [each] to serve until a [respective] successor is duly elected and qualified.

This action by sole incorporator shall be filed in the minute book of the Company and is effective as of the date first set forth above.

[insert incorporator name], Incorporator


Exhibit A BYLAWS


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