BOARD OF DIRECTORS' RESOLUTION CALLING FOR REPAYMENT OF SALARY DECLARED UNREASONABLE
Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: RESOLVED, that in the event any portion of an officer's salary will be disallowed by the Internal Revenue Service of the Department of the Treasury of the United States as unreasonable in amount, such officer or officers shall be required to pay to this Corporation the full amount that will be disallowed by the Internal Revenue Service as unreasonable compensation. 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