NOTE: Informal meetings where Directors are not required to be present are allowed by some

states. These meetings are held by unanimous written consent and provide an alternative
manner of holding meetings.

Each Director must sign the minutes of a meeting held by unanimous written consent.
Meetings held by unanimous written consent are not required to comply with notice
requirements.

Any resolutions approved by unanimous written consent must be signed by each Director and
kept with the Corporation’s records.

UNANIMOUS CONSENT IN LIEU OF AN

ANNUAL MEETING OF BOARD OF DIRECTORS OF

_____________<Company Name>_______________

The undersigned, being all of the Directors of <Company Name>, a Corporation incorporated
under the laws of the State of <State>, in lieu of holding an annual meeting hereby consent to the
adoption of the following resolution, agreeing that this resolution shall have the same force and
effect as if unanimously adopted at a meeting of the Board of Directors at which all Directors
were present:

<Enter Resolution Details Here>:

RESOLVED, that in lieu of holding the annual meeting of the Board of Directors, we approve
<Enter Resolution Details Here>.

Dated: ____________

________________________
Secretary

___________________________, Director

___________________________, Director

___________________________, Director

___________________________, Director