CONSENT OF DIRECTORS OF ______________________________ P.A. The undersigned, being the sole director of ______________________________ P.A., does hereby adopt the following resolutions by signing his written consent thereto: RESOLVED, that the Bylaws attached hereto as Exhibit A be and hereby are, adopted as the Bylaws of the corporation and the Secretary of the Corporation is directed to insert a copy of said Bylaws in the corporate minutes book.
RESOLVED FURTHER, that the following persons be, and they hereby are, appointed as officers of the corporation to serve as such until their successors shall have been duly elected and qualified: __________________________________________________ __________________________________________________________________ President, _______________________________
Treasurer, _______________________________ Secretary, _______________________________
RESOLVED FURTHER, that _____________________________ be, and hereby is, appointed as an Assistant Secretary of the corporation to serve in a ministerial capacity only, whose authority shall be limited to attestation of the signatures of officers of the corporation, certification of minutes and resolutions, and such other or similar duties as shall be necessary because the action or signature of a second corporate officer is required by law or banking practice.
RESOLVED FURTHER, that the following plan to offer small business stock on behalf of the Corporation is hereby adopted and ratified, to wit: (a) ) That the officers of the corporation are hereby authorized to offer common shares of the
corporation for sale at such time and in such amounts as they shall determine, and to accept in payment thereof, cash, labor done, or other property other than stock or securities to such persons and upon such other terms and conditions as they may deem to be in the best interests of the corporation; and
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(b)
That the aggregate number of shares to be offered, sold and issued under this Plan shall not
exceed ____________________, and the aggregate amount of money and other property received as consideration therefor shall not exceed ______________ Dollars; and
(c) That this Plan shall continue in effect until the next annual meeting of the corporation unless sooner terminated by action of the Board of Directors. RESOLVED FURTHER, that for full consideration paid, the Directors are authorized to issue the following shares to the following persons: ________________________________________ shares ________________________________________ shares ________________________________________ ________________________________________ shares ________________________________________ _______________ shares _______________ shares _______________ _______________ _______________
The proper officers of the Corporation are directed to issue share certificates in accordance with the foregoing resolutions in such denominations as the shareholders may direct.
RESOLVED FURTHER that _______________________________________ be and it hereby is designated as a depository of the Corporation and that the resolutions prescribed and furnished by the Bank for opening said account, attached hereto as Exhibit B, be and they are hereby adopted and made a part hereof as if fully set forth herein.
RESOLVED FURTHER, that it is anticipated that the corporation will need additional funds from time to time and that such funds can be borrowed under promissory notes issued by the corporation; NOW THEREFORE, BE IT RESOLVED, that the officers of the corporation be, and they hereby are, authorized to borrow money on behalf of the corporation from time to time and to issue its promissory notes therefor repayable in not more than ten years with interest at such rates, and upon such other terms and conditions, as the officers may deem necessary and appropriate.
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RESOLVED FURTHER, that the Corporation elects to be taxed for federal income tax purposes in accordance with the provisions of Subchapter S of the Internal Revenue Code of 1986 and its amendments and revisions; and the officers of the Corporation are authorized and directed to take all steps necessary and proper to effectuate this resolution, including obtaining the requisite consents from shareholders and executing and filing appropriate forms on behalf of the corporation within the time limits specified by law. RESOLVED FURTHER, that the acts and contracts of the incorporators, shareholders and original directors are hereby adopted, ratified and approved.
This action shall be effective ______________________, (year)______.
_____________________________________ Director
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