BOARD OF DIRECTORS' RESOLUTION ADVISING APPROVAL OF MERGER
WHEREAS, in the judgment of the Board of Directors of _______________________ (hereinafter referred to as Corporation), it is deemed advisable to adopt the Articles of Merger set forth below under the terms of which agreement _____________________ (hereinafter referred to as Company) would be merged into Corporation; and it is
HEREBY RESOLVED that a special meeting of the shareholders of Corporation is hereby scheduled to be held at _________._m., on __________________, to take action upon the proposed merger, and it is FURTHER RESOLVED that the Secretary of said Corporation is hereby instructed to give notice of this special meeting to the share holders of Corporation in accordance with the Corporation's Articles and Bylaws. Included in that notice will be a copy of the Articles of Merger immediately following: Pursuant to the laws of the State of ______________ more particularly, Section _______ of the ____________, the undersigned Corporations adopt the Articles of Merger that follow for the purpose of merging the two Corporations into one Corporation:
The undersigned, __________________________, certifies that he or she is the duly appointed Secretary of _____________________________ 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 _____________________, and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of _________________ Corporation and have attached the seal of _____________________ Corporation to this resolution.
Dated: ______________________
___________________________ Secretary
Seal: