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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
9e12df90-ea29-4623-a259-881476ac0b87.DOC
Exhibit A BYLAWS
9e12df90-ea29-4623-a259-881476ac0b87.DOC