BOARD OF DIRECTORS' RESOLUTION ADVISING FILING OF BANKRUPTCY AND CALLING SHAREHOLDER'S MEETING
WHEREAS, the Board of Directors of this Corporation has determined the Corporation is unable to meet its obligations as they become due in the usual course of business, and, WHEREAS, the Board of Directors has also determined that the Corporation can no longer continue in business profitably, and, WHEREAS, the Board of Directors has been advised by the President of the Corporation that various creditors have threatened to prosecute their claims against the Corporation, it is hereby RESOLVED, that, this Corporation file a voluntary petition in bankruptcy, and it is FURTHER RESOLVED, that a special meeting of the shareholders of this Corporation is hereby called to consider the Directors' recommendation that the Corporation file a voluntary petition in bankruptcy, said meeting to be held at the following time, date and place: Time: [TIME] Date: [DATE] Place: [PLACE] And it is FURTHER RESOLVED, that the Secretary of this Corporation is hereby instructed and directed to send notice to all the shareholders of this Corporation of the special meeting of shareholders that is to be held in accordance with the laws and the bylaws of this Corporation. 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