This document should be used by the Board of Directors when accepting an offer to purchase corporate assets when shareholder approval is required to confirm the purchase. 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]”
Otherwise the following text should be reviewed and edited as needed:
BOARD OF DIRECTORS' RESOLUTION OF ACCEPTANCE OFFER TO PURCHASE CORPORATE ASSETS SUBJECT TO SHAREHOLDERS' APPROVAL
WHEREAS, this Corporation has received an offer from [N] to purchase all of this Corporation's property and assets, real and personal, tangible and intangible, on the terms and conditions set forth in the attached proposal dated [DATE], and WHEREAS, in the opinion of this Board of Directors, it is for the best interests of this Corporation to accept the above-described offer, it is hereby: RESOLVED, that the offer of said [N], dated [DATE] and attached to the minutes of this meeting, is hereby accepted, subject to the approval of this Corporation's shareholders, and it is FURTHER RESOLVED, that the President and the Secretary are directed to make, execute and deliver the above-described Agreement immediately upon the adoption of a resolution by the shareholders of this Corporation authorizing the Corporation to accept the above-described offer of [N], and it is FURTHER RESOLVED, that the Secretary of this Corporation is hereby directed to call a special meeting of the shareholders of this Corporation, in accordance with law and the bylaws of this Corporation, to act on this resolution of the Board of Directors, and the Secretary is further directed to give notice that the special meeting of shareholders will be held at the following time, date and location: Time: [TIME] Date: [DATE] Place: [ADDRESS] 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