BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
WHEREAS, the Board of Directors of this Corporation has determined that the Corporation now owns all stock of [N], a corporation organized under the laws of the State of [STATE], and WHEREAS, has determined there are efficiencies to be gained by merging [N] into this Corporation, it is hereby: RESOLVED, that this Corporation hereby merges with [N] and that this Corporation shall be the Surviving Corporation after the merger is effected and shall assume all of the debts and liabilities of [N], and it is FURTHER RESOLVED, that a special meeting of this Corporation's shareholders shall be called and held for the following purposes: (1) to vote upon the recommendation of the Board of Directors that the [N] be merged into this Corporation, and (2) to approve a merger agreement between [N], and this Corporation. The aforementioned shareholders' meeting is to be called and held at the following time, date and place: Time: [TIME] Date: [DATE] Location: [LOCATION]
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