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California Corporation Law

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					                       STATEMENT OF ACTION OF DIRECTORS OF

                              [INSERT NAME OF CORPORATION]

                                A CALIFORNIA CORPORATION

                                IN LIEU OF ANNUAL MEETING


       Pursuant to its Bylaws and Section 307(b) of the California General Corporation
Law, the undersigned, being all of the directors of [insert name of corporation], a
California corporation (“Corporation”), do hereby consent to the following actions being
taken by the Corporation, effective as of [insert date] in lieu of the annual meeting:

        1.       Election of Officers. RESOLVED, that the following named individuals
are hereby elected officers of the Corporation, until the next annual meeting of directors,
or until their successors are elected:

                  [insert names of officers]

       [If any actions were taken during the year that require Director approval (see
Checklist of Actions Requiring Director Approval), other than the election of Officers,
include #2 below. If not, delete #2 and renumber “Actions Taken Generally for Prior
Year” from #3 to #2.]

       2.      Specific Actions Taken for Prior Year. RESOLVED, that [insert
description of any actions taken that are listed on the Checklist of Actions Requiring
Director Approval.]

       3.      Actions Taken Generally for Prior Year. RESOLVED, that the
undersigned hereby ratify, approve and confirm all of the actions taken by the officers of
the Corporation, on behalf of the Corporation for the preceding year, for the general
conduct of the Corporation’s business.


       Each of the undersigned, being all of the directors of the Corporation, consent to
the above actions.


                                                      ___________________________________
                                                      [insert name of Director]

                                                      ___________________________________
                                                      [insert name of Director


F:\FORMS\FORM-Corporate\Board and Shareholder Actions\1FormSADWOM.doc

				
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