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This document should be used by the Board of Directors when
they temporarily fill a vacancy on the Board.


The following text of this document should be reviewed and
edited to fit your purposes.


[Find, then fill-in, or delete text in brackets like this: “[NNN]”


If there are dates in this document, they will automatically change to today’s date.


For additional assistance mailto:LegalHelp@TheSmallBusinessOwnersManual.com or
call 888/872-6601)


Otherwise the following text should be reviewed and edited as needed:
    BOARD OF DIRECTORS' RESOLUTION FILLING VACANCY ON BOARD


Upon a motion that was duly made and seconded, the resolution that appears below was
adopted by a vote of a majority of the Board of Directors:
       RESOLVED, that [APPOINTEE’S NAME] is hereby appointed to fill the
       vacancy on the Board of Directors created by [MEMBER’S NAME] and shall
       serve as a director of [COMPANY NAME] Corporation until the next annual
       shareholders' meeting.

The undersigned, [N], certifies that I am the duly appointed Secretary of [COMPANY
NAME] Corporation and that the above is a true and correct copy of a resolution duly
adopted at a meeting of the Directors thereof, convened and held in accordance with law
and the Bylaws of said Corporation on [DATE] and that such resolution is now in full
force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME]
Corporation.


Dated: [DATE]


_______________________
Secretary

				
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