Professional Documents
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OHS East:160454226.2
ACTION BY UNANIMOUS WRITTEN CONSENT
[COMPANY NAME]
In accordance with Section 141(f) of the General Corporation Law of Delaware and the
Bylaws of [Company Name], a Delaware corporation (the “Company”), the undersigned,
constituting all of the directors of the Company, hereby take the following actions and adopt the
following resolutions by unanimous written consent without a meeting:
1. Incorporator
RESOLVED: That the Incorporator of the Company is hereby discharged from any
further liabilities or duties with respect to the Company and the Company further agrees
to indemnify and hold harmless the Incorporator from any liability incurred in the past or
the future with respect to organizing the Company.
2. Certificate of Incorporation
RESOLVED: That the Company shall maintain as part of its corporate records a book
entitled “Minute Book” which shall include, but not be limited to, (i) a record of its
Certificate of Incorporation and amendments thereto, (ii) its Bylaws and amendments
thereto, and (iii) minutes of all meetings of its directors and of its stockholders with the
time and place of holding, whether regular or special (and if special how authorized), the
notice thereof given, the number of shares present or represented at stockholders’
meetings, and the proceedings of the meetings.
4. Election of Officers
RESOLVED: That the following persons are elected as officers of the Company to the
offices set forth opposite their respective names, to serve at the pleasure of the Board of
Directors:
Name Title
Name Title
[Officer 1] [Title]
[Officer 2] [Title]
[Officer 3] [Title]
5. Officers
RESOLVED: That the President, the Chief Executive Officer, the Chief Financial
Officer, or any Vice President is authorized to sign and deliver any agreement in the
name of the Company and to otherwise obligate the Company in any respect relating to
matters of the business of the Company, and to delegate such authority in his or her
discretion, within budgets approved by the Board of Directors of the Company.
6. Stock Certificate
RESOLVED: That the stock certificate representing the Common Stock of the
Company shall be in the form of the stock certificate attached hereto as Exhibit A, with
such appropriate information entered thereon as to the capitalization of the Company at
the time of issuance and otherwise as may be required by the General Corporation Law of
Delaware.
RESOLVED: That the officers are authorized to sell and issue on behalf of the
Company a total of 0 shares of Common Stock (the “Shares”) to the individuals or
entities listed below (the “Purchasers”) in the amounts specified opposite each name, at a
price of $__________ per share for a total purchase price of $__________ which the
Board of Directors determines to be the fair value of such Shares, in exchange for cash,
cancellation of indebtedness (including organizational costs incurred by the purchasers
prior to the incorporation of the Company), promissory note, assets or any combination
of the foregoing [Include for DE corp: (provided that each Purchaser shall pay in cash,
personal property or cancellation of indebtedness at least the aggregate par value
represented by such Purchaser’s shares)], pursuant to a Stock Purchase Agreement in
substantially the form attached hereto as Exhibit B (such Shares shall be subject to the
vesting provisions described in such Stock Purchase Agreement, if any):
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Common Stock Purchase Agreement with the Company dated on or about the date
hereof, and the Board of Directors hereby determines that the value of the assets
transferred by each such Purchaser is as follows:]
RESOLVED FURTHER: That the stock sales authorized in the above resolution shall
be conducted in such a manner as to qualify for the exemption from the state
requirements regarding registration of the sale of securities, as provided in [State
Securities Law Reference], as well as such other securities laws as may be applicable to
Purchasers residing outside of __________, if any.
RESOLVED FURTHER: That the Board of Directors has determined that each of the
Purchasers has either a pre-existing personal or business relationship with the Company,
its officers or directors, or sufficient business or financial experience so that the Company
can reasonably assume that such Purchaser has the capacity to protect his own interests in
connection with the proposed sale of the Shares.
RESOLVED FURTHER: That each Purchaser shall represent that such Purchaser is
purchasing for his own account, and not with a view to or for sale in connection with, any
distribution of the Shares.
RESOLVED FURTHER: That the offer and sale of the Shares will not be accompanied
by the publication of any advertisement.
RESOLVED FURTHER: That the officers of the Company, in consultation with legal
counsel, are authorized and directed to execute and file a form of notification advising the
[State Securities Law Authority] of the issuance of the Shares pursuant to [State
Securities Law Reference].
RESOLVED: That the proper officers of the Company are directed to apply to the IRS
District Director for an employer’s identification number on Form SS-4.
9. Accountants
RESOLVED: That a duly certified public accounting firm to be chosen by the President
shall be retained as independent auditors for the Company to set up, prepare, and
maintain the financial records of the Company, and to prepare such financial statements
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and tax returns as may be required of the Company or requested by its officers and
directors from time to time.
RESOLVED: That the fiscal year of the Company shall end on [December 31] of each
year.
RESOLVED: That the proper officers are authorized and directed to pay the expenses
of incorporation and organization of the Company and the expenses incurred in the
formation of the Company.
RESOLVED FURTHER: That the Company elects to treat its organizational expenses,
as that term is defined by Section 248 of the Internal Revenue Code of 1986, as amended,
as deferred expenses to be deducted ratably over a period of sixty (60) months beginning
with the month in which the Company begins business; and that the officers are
authorized and directed to take such action as necessary to effectuate this election.
RESOLVED: That the Chief Financial Officer is authorized and directed to consult with
the bookkeeper, auditors and attorneys of the Company in order to be fully informed as
to, and to collect and pay promptly when due, all withholding taxes for which the
Company may now be (or hereafter become) liable.
RESOLVED: That the officers of the Company are authorized to take any and all steps
that they deem to be necessary to qualify the Company to do business as a foreign
corporation in each state that the officers determine such qualification to be necessary or
appropriate.
14. Indemnification
RESOLVED: That ____________________ (or such other bank as the officers of the
Company shall, in their discretion, select) is selected and designated as a depository of
funds of the Company, and that the proper officers are authorized to open and maintain,
in the name of the Company, a checking, savings, safe deposit, payroll or other account
or accounts with said depository.
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RESOLVED FURTHER: That the standard form of corporate banking resolutions, as
required by said bank, necessary to accomplish the foregoing resolution[, in the form
attached hereto as Exhibit D and showing the persons authorized to draw on such
account,] are approved and adopted as the resolutions of this Board of Directors, and the
officers are authorized to execute, certify, and deliver a copy thereof to said bank as the
resolutions of this Company.
RESOLVED: That each of the officers of the Company is authorized and empowered to
take such other actions and sign such other documents as may be necessary or advisable
to carry out the intent and accomplish the purposes of the foregoing resolutions.
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This action may be signed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
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EXHIBIT A
BANKING RESOLUTIONS]