BOARD OF DIRECTORS' RESOLUTION SKIPPING A DIVIDEND
Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, it is the concern of the Board of Directors that this Corporation may be required to seek borrowed funds in the next fiscal year and that such a requirement may require the Corporation to present to a borrower a financial statement showing a substantial surplus account, it is hereby: RESOLVED, that a regular dividend will not be declared on the common stock of this Corporation for the [N] quarter of [N], and that the amount so saved is to be retained by the Corporation in its surplus account. 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