Minutes of the Organization Meeting of the Board of Directors of a Corporation --
Unanimous Consent to Action of the Directors of a Close Corporation
The undersigned, who constitute all of the Directors of (Name of Corporation) do hereby
execute this Unanimous Consent to Action in accordance with (e.g., see Section § 8.21
of the Model Business Corporation Act) and hereby waives any and all requirements by
statute or otherwise as to the necessity of a formal meeting or notice thereof to the
undersigned, and does hereby ratify, authorize, adopt, approve, and confirm the
following resolutions adopted in the name of and on behalf of the Directors, without the
necessity of a meeting and in lieu of a meeting of the said Directors:
Resolved, that the Articles of Incorporation filed with the (name of state) Secretary of
State of on (date), are approved.
Further resolved, that the Secretary is authorized and directed to cause a copy of the
Corporation's Articles of Incorporation to be inserted in the minute book as a portion of
the minutes of this meeting.
Resolved, that the Bylaws attached to the minutes of this meeting as Exhibit A be and
they now are adopted as the Bylaws of this Corporation.
Resolved, the following individuals were unanimously elected to the offices (subject to
the provisions of the Bylaws) set opposite their respective names:
President (Name of President);
Vice President (Name of Vice President);
Secretary (Name of Secretary); and
Treasurer (Name of Treasurer).
Resolved, that the corporate seal of this Corporation, an impression of which is set
forth in the margin of the minutes of this meeting, be and now is adopted as the
corporate seal of the Corporation.
Resolved, that the form of stock certificate to represent shares of the capital stock of
the corporation, a copy of which is attached to these minutes as Exhibit B, be and now
is adopted as the form of stock certificate to represent shares of the capital stock of this
Resolved, that the Corporation shall transact banking business at such bank or banks
as the President may, from time to time, determine; and that the Secretary of the
Corporation be and now is authorized to execute and deliver to such bank or banks their
customary form of corporate resolutions applicable to any such accounts and to attach
copies of such resolutions to the minutes of this meeting, which resolutions are now
adopted in the same manner and with the same effect as if set out in full here; and that
such resolutions shall be in full force and effect and binding on the Corporation until
they shall have been rescinded and written notice of such rescission shall have been
delivered to the bank.
Resolved, that the acts of the officers of the Corporation taken in connection with the
organization of the Corporation, inc