1 FORM101 Shareholders' Meetings The procedure to be followed when calling a shareholders' meeting is rather standardized throughout the United States. First, the board should adopt a resolution in which it states where and when the meeting is to be held. Forms 101 and 151 offer formats for both regular and special meetings.~ Form 101: NOTICE OF ANNUAL SHAREHOLDERS' MEETING~ NOTICE OF ANNUAL SHAREHOLDERS' MEETING Date: > , 19> . To the shareholders of > : > Corporation will hold its annual meeting of shareholders at the corporation's principal office on the date and at the time and address shown below: Time: > Date: > , 19> . Address: > The shareholders will consider and take action on the following matters: 1. The election of > directors. 2. The transaction of any other business that may be brought properly before the meeting or any >adjournment or adjournments thereof. Shareholders of record at the close of business on > , 19> , will be entitled to vote in person or by proxy at the meeting or any adjournment or adjournments thereof. By Direction of the Board of Directors of > Corporation Secretary 2 FORM101A Shareholders' Meetings The board should set a record date, that is, the date upon which a person must be a shareholder if he or she is to have the right to vote. (Persons acquiring shares after the record date may not vote at the meeting unless they obtain a proxy from the person who sold the shares to them.)~ Form 101A: BOARD OF DIRECTORS' RESOLUTION-SETTING RECORD DATE~ BOARD OF DIRECTORS' RESOLUTION-SETTING RECORD DATE Upon a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation voted to adopt the following resolution: RESOLVED, that the record date for determining the identity of those shareholders who will be entitled to vote at the meeting of shareholders that has been called for the > day of > , 19> , shall be the close of business of the > day of > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . 3 FORM102 Shareholders' Meetings Form 102 is a standard format for the minutes of the annual shareholders' meeting. Generally, the main business at shareholders' meetings is to elect a board of directors to serve for the ensuing year. It is also good practice for the shareholders to adopt a resolution ratifying all the acts taken by the board during the past year. In addition, specific actions that require shareholder approval, such as an amendment to the articles of incorporation or a merger proposal, also may be taken at the annual meeting.~ Form 102: MINUTES OF ANNUAL SHAREHOLDERS' MEETING~ MINUTES OF ANNUAL SHAREHOLDERS' MEETING The annual meeting of shareholders of > for the year ending 19> was held at the following time and date and at the following location: Time: > Date: > , 19> . Address: > The President of the Corporation, who also served as Chairperson of the meeting, called the meeting to order, and the Secretary submitted a copy of the notice of the meeting that was mailed to all shareholders of record on > , 19> , and an affidavit stating that the notice had been mailed, postage prepaid to each shareholder of record as of the close of business on > , 19> , at the address shown for each shareholder on the > Corporation's records. The Secretary was then directed to file the copy of the notice of the meeting and his or her affidavit with the minutes of the meeting. The Secretary was also directed to keep the record of the meeting. The Secretary then reported that the following shareholders were present in person or were represented by proxy (proxies representing a shareholder are parenthetically identified in the list that follows): Names Number of Shares and that the shareholders who were present in person or by proxy constituted both a quorum and a majority of all outstanding shares entitled to vote at the meeting. The Secretary was then directed to file all proxies with the minutes of the meeting. The shareholder records of the Corporation were produced and remained open and available for inspection throughout the entire course of the meeting. The Secretary read the minutes of the last meeting of shareholders; those minutes were approved as read by the shareholders in attendance after a duly made and seconded motion. The President then announced that the next item of business to come before the meeting was the election of a Board of Directors to serve for the ensuing year. The President then asked the shareholders in attendance for nominations for the Board of Directors. The following individuals were then nominated, and their nominations were duly seconded: There being no other nominations, the President stated that nominations were closed. The ballots of the shareholders were presented to the Secretary, who reported that > , > and > had received a plurality of the votes cast by and in behalf of the shareholders. The Chairperson then announced that > , > and > were the duly elected directors of the > Corporation for the immediately following year. The President then asked if there was any further old or new business any person in attendance wished to bring before the meeting. Whereupon no further business came before the meeting, and upon a duly made, seconded and carried motion, the meeting was adjourned. Secretary 4 FORM1100 Amending Articles of Incorporation The shareholders and directors must approve any amendment to the corporation's articles of incorporation, and the state of incorporation must be notified of all amendments. Normally, the board will send a notice of a shareholders' meeting to each shareholder, and the notice will contain a draft of the resolution to adopt the amendment. Form 1100 can be used for this notice.~ Form 1100: BOARD OF DIRECTORS' RESOLUTION ADVISING OF AMENDMENT TO ARTICLES OF INCORPORATION~ BOARD OF DIRECTORS' RESOLUTION ADVISING OF AMENDMENT TO ARTICLES OF INCORPORATION By a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation, voted to adopt the following resolution: RESOLVED, that the Board of Directors of the Corporation finds it in the best interests of the Corporation to amend Article > of the Articles of Incorporation to read as follows: And it is FURTHER RESOLVED, that the President of the Corporation call a special meeting of the Corporation's shareholders, to be held at > on > , 19> at > .m., to consider and vote upon the above resolution, and the President of the Corporation is directed to require the Corporation's Secretary to give notice of the special meeting to shareholders in accordance with the Corporation's Bylaws. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 5 FORM1101 Amending Articles of Incorporation The shareholders and directors must approve any amendment to the corporation's articles of incorporation, and the state of incorporation must be notified of all amendments. Normally, the board will send a notice of a shareholders' meeting to each shareholder, and the notice will contain a draft of the resolution to adopt the amendment. Shareholder approval of the amendment can be recorded on Form 1101.~ Form 1101: SHAREHOLDERS' RESOLUTION APPROVING AMENDMENT TO ARTICLES OF INCORPORATION~ SHAREHOLDERS' RESOLUTION APPROVING AMENDMENT TO ARTICLES OF INCORPORATION WHEREAS, the Board of Directors of > Corporation has voted in favor of amending Article > , Section > , of the Corporation's Articles of Incorporation as set forth below, and WHEREAS, the shareholders of the > Corporation approve of that amendment, it is hereby RESOLVED, that Article > of the Corporation's Articles of Incorporation is amended and shall now provide that: It is FURTHER RESOLVED, that the shareholders authorize and direct the Chairperson and Secretary of this meeting to prepare a sealed certificate setting out the above resolution and to do everything necessary for the certificate to be filed with the appropriate State office. It is FURTHER RESOLVED, that a duplicate copy of the amendment as returned by the appropriate State official shall be attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 6 FORM1102 Amending Articles of Incorporation It is good practice to obtain a record of the written consent of each shareholder to the amendment, and Form 1102 can be used for this purpose.~ Form 1102: SHAREHOLDERS' CERTIFICATE OF CONSENT TO AMENDMENT TO ARTICLES OF INCORPORATION ~ SHAREHOLDERS' CERTIFICATE OF CONSENT TO AMENDMENT TO ARTICLES OF INCORPORATION The undersigned, the shareholders of > Corporation, by this certificate consent and adopt as an amendment to the Articles of Incorporation of this Corporation the proposal set out and adopted by the directors of the Corporation in their resolution of > , 19> , the language of which immediately follows: Shareholder Number of Shares Secretary 7 FORM1103 Amending Articles of Incorporation Once the shareholders approve the amendment, the board should pass a resolution formally adopting the amendment and record it in the book of minutes. Form 1103 contains this resolution.~ Form 1103: BOARD OF DIRECTORS' RESOLUTION ADOPTING AMENDMENT TO ARTICLES OF INCORPORATION~ BOARD OF DIRECTORS' RESOLUTION ADOPTING AMENDMENT TO ARTICLES OF INCORPORATION WHEREAS, the shareholders of > Corporation have given their written consent and authorization for the Board of Directors of > Corporation to amend Article > of the Articles of Incorporation, and WHEREAS, the written consent of the shareholders is now on file in the Corporation's minute book, the Board of Directors of > Corporation has hereby RESOLVED, that Article > of the Articles of Incorporation is amended and now provides that: The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 8 FORM1104 Amending Articles of Incorporation The Secretary of State of the state of incorporation normally requires a certificate of amendment to be filed for the amendment to become effective. The standard format for this certificate is shown in Form 1104. This form is to be filed with the Secretary of State in the state in which you have incorporated. ~ Form 1104: CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION~ CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION > , Inc., a Corporation formed under Section > of the > Law of the State of > . The undersigned, the President and the Secretary of > Corporation certify that at a shareholders' meeting held on > , 19> , and which was called for the purpose of amending the Articles of Incorporation of > Corporation, an appropriate majority of the holders of shares of each class entitled to vote authorized the following amendment of Article > of the Articles of Incorporation: Dated: > , 19> . > , Inc. By President Secretary 9 FORM1105 Amending Articles of Incorporation The Secretary of State of the state of incorporation normally requires a certificate of amendment to be filed for the amendment to become effective. The standard format for this certificate is shown in Form 1104. This form is to be filed with the Secretary of State in the state in which you have incorporated. Some states also require a notarized affidavit verifying the number of outstanding shares, as shown in Form 1105.~ Form 1105: SECRETARY'S AFFIDAVIT VERIFYING NUMBER OF OUTSTANDING SHARES~ SECRETARY'S AFFIDAVIT VERIFYING NUMBER OF OUTSTANDING SHARES State of > County of > ss: > , who has been duly sworn and deposes, says: 1. That he/she is the duly appointed Secretary of > Corporation, which was organized and currently exists under the laws of the State of > . 2. That as of this day, > Corporation currently has > shares of the stock issued and outstanding and that the amendment of Article > of the Articles of Incorporation of the > Corporation, attached hereto, was authorized by a vote of the holders of a majority of the shares of each class entitled to vote thereon at a duly called meeting of shareholders. Sworn to in my presence on this the > day of > , 19> . Secretary Notary Public (SEAL) 10 FORM1110 Amending Articles of Incorporation One of the three most common reasons for amending the articles of incorporation is to change the name of the corporation. Form 1110 can serve this purpose. This form is filed with the Secretary of State.~ Form 1110: SHAREHOLDERS' RESOLUTION CHANGING NAME OF CORPORATION~ SHAREHOLDERS' RESOLUTION CHANGING NAME OF CORPORATION Upon a duly made and seconded motion, the resolution that follows below was duly adopted by the holders of a majority of the shares entitled to vote on the resolution: RESOLVED, that the name of the > Corporation is changed to > , and it is FURTHER RESOLVED, that the officers of the > Corporation are hereby directed to file in the appropriate State office a certificate setting forth the change of name of the > Corporation to > Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 11 FORM1111 Amending Articles of Incorporation One of the three most common reasons for amending the articles of incorporation is to increase the capital stock of the corporation (Form 1111). This form is filed with the Secretary of State.~ Form 1111: SHAREHOLDERS' RESOLUTION INCREASING CAPITAL STOCK~ SHAREHOLDERS' RESOLUTION INCREASING CAPITAL STOCK Upon a duly made and seconded motion, the following resolution was duly adopted by the holders of a majority of the shares entitled to vote: RESOLVED, that Corporation's authorized capital stock which is now > dollars ($>), and which consists of > shares, each having a par value of >dollars ($>), is hereby increased to a total authorized capital stock of > dollars ($>), consisting of > shares, each having a par value of > dollars ($>), and it is FURTHER RESOLVED, that the Corporation's officers are hereby directed to file in the appropriate State office a certificate setting forth the above change in the Corporation's capital stock. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 12 FORM1112 Amending Articles of Incorporation One of the three most common reasons for amending the articles of incorporation is to change the address of a corporation's principal place of business (Form 1112). This form is filed with the Secretary of State.~ Form: 1112: SHAREHOLDERS' RESOLUTION CHANGING CORPORATION ADDRESS~ SHAREHOLDERS' RESOLUTION CHANGING CORPORATION ADDRESS Upon a duly made and seconded motion, the following resolution was duly adopted by the holders of a majority of the shares entitled to vote: RESOLVED, that the address of the > Corporation's principal office is to be changed from > Street, in the County of > , in the State of > , to > Street in the County of > , in the State of > , and it is FURTHER RESOLVED, that the officers of the Corporation are hereby directed to file in the appropriate State office a certificate setting forth the above change of address. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 13 FORM1120 Amending Bylaws Just as with amendments of the articles of incorporation, amendments of the bylaws require approval of the shareholders and the board of directors. Thus, Form 1120 can be used by the board to send a draft of the amendment to the shareholders, along with the notice of the shareholders' meeting.~ Form 1120: BOARD OF DIRECTORS' RESOLUTION ADVISING AMENDMENT OF BYLAWS~ BOARD OF DIRECTORS' RESOLUTION ADVISING AMENDMENT OF BYLAWS Upon a duly made and seconded motion, the resolution that follows below was duly adopted by the directors: RESOLVED, that Section > of the Bylaws of the Corporation be changed to read as follows: And it is FURTHER RESOLVED, that the President of the > Corporation is hereby directed to convene a special meeting of the shareholders of the > Corporation on > , 19> , at >.m. to consider and take action on the above proposed amendment of the Bylaws of the > Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 >, 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 14 FORM1121 Amending Bylaws Just as with amendments of the articles of incorporation, amendments of the bylaws require approval of the shareholders and the board of directors. Shareholder consent to the amendment can be recorded on Form 1121.~ Form 1121: CERTIFICATE OF SHAREHOLDERS' CONSENT TO AMENDMENT OF BYLAWS~ CERTIFICATE OF SHAREHOLDERS' CONSENT TO AMENDMENT OF BYLAWS The undersigned, who comprise all of the shareholders of > Corporation, do hereby signify our consent to the following resolution adopted by the Board of Directors of the > Corporation at duly convened meeting of the Board that was held on > , 19> : Shareholders' Signature Number of Shares Dated: > , 19> . 15 FORM1122 Amending Bylaws The hassle of calling a shareholders' meeting can be avoided if the shareholders adopt the resolution on Form 1122, which gives the board unlimited power to amend the bylaws. However, this resolution also specifies that the shareholders reserve the right to revoke or change any bylaw amendment that the board adopts.~ Form 1122: SHAREHOLDERS' RESOLUTION ON BOARD OF DIRECTORS' AUTHORITY TO AMEND BYLAWS~ SHAREHOLDERS' RESOLUTION ON BOARD OF DIRECTORS' AUTHORITY TO AMEND BYLAWS RESOLVED, that the Board of Directors of > Corporation is hereby granted the authority to amend, alter, add to, repeal, rescind or change in any other way any and all of the Bylaws of this Corporation as the Board of Directors shall deem fit and proper, and such authority shall not require either any action or consent by or from the shareholders of the > Corporation; and it is FURTHER RESOLVED, that the shareholders are to retain the right to revoke the above grant of authority to the directors. Such revocation shall be made by a resolution adopted by the holders of a majority of the > Corporation's stock entitled to vote at a duly convened meeting of shareholders. Unless and until such revocation action is taken by the shareholders, the shareholders shall not exercise their power, under Article > of the Bylaws to amend, alter, add to, repeal, rescind or change in any way the Bylaws of the > Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 16 FORM1130 Changes in Membership of Board of Directors Form 1130 can be used to fill any vacancy on the board until the next annual shareholders' meeting, when the regular election of directors is held.~ Form 1130: BOARD OF DIRECTORS' RESOLUTION FILLING VACANCY ON BOARD~ BOARD OF DIRECTORS' RESOLUTION FILLING VACANCY ON BOARD Upon a motion that was duly made and seconded, the resolution that appears below was adopted by a vote of a majority of the Board of Directors: RESOLVED, that > is hereby appointed to fill the vacancy on the Board of Directors created by the > and shall serve as a director of > Corporation until the next annual shareholders' meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 17 FORM1131 Changes in Membership of Board of Directors If a member of the board resigns, Form 1131 can be used to formally accept the resignation.~ Form 1131: BOARD OF DIRECTORS' RESOLUTION ACCEPTING DIRECTOR'S RESIGNATION~ BOARD OF DIRECTORS' RESOLUTION ACCEPTING DIRECTOR'S RESIGNATION Upon a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation voted in favor of the following resolution: RESOLVED, that the Board of Directors of > Corporation does hereby accept > 's resignation from the Board of Directors of > Corporation, as stated by aforesaid > in his/her letter to the Board of Directors dated > , 19> . The Secretary of the Corporation is hereby instructed to notify M > . > that the Board has accepted his/her resignation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 18 FORM1132 Changes in Membership of Board of Directors If the board wishes to remove a director, it can adopt the resolution on Form 1132, which requests a director or officer to submit his or her resignation.~ Form 1132: BOARD OF DIRECTORS' RESOLUTION REQUESTING RESIGNATION OF OFFICER~ BOARD OF DIRECTORS' RESOLUTION REQUESTING RESIGNATION OF OFFICER Upon a duly made and seconded motion, a majority of the Directors of the > Corporation voted in favor of the following resolution: RESOLVED, that the Board of Directors of > Corporation hereby requests M > . > 's resignation from the office of > of > Corporation. It is FURTHER RESOLVED, that the Secretary of the > Corporation is hereby directed to forward by certified mail a sealed copy of this resolution to M > . > . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 19 FORM1133 Changes in Membership of Board of Directors The resolution on Form 1133 is more direct than Form 1132, and serves to remove an officer or director without asking for his or her resignation.~ Form 1133: BOARD OF DIRECTORS' RESOLUTION REMOVING AN OFFICER OR DIRECTOR~ BOARD OF DIRECTORS' RESOLUTION REMOVING AN OFFICER OR DIRECTOR Upon a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation voted to adopt the following resolution: RESOLVED, that M > . > is hereby removed from his/her office as > of this Corporation effective immediately. It is FURTHER RESOLVED that the Secretary of this Corporation is hereby directed to give notice to M > . > of the fact that he/she has been removed from his/her office as > of > Corporation, and to provide such notice by means of sealed copies of this resolution sent to M > . > by interoffice mail and to his/her residence by certified mail. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 20 FORM1134 Changes in Membership of Board of Directors When an officer or director is removed without being given an opportunity to resign, it is customary to send him or her formal notice, such as that contained in Form 1134.~ Form 1134: NOTICE TO OFFICER OF REMOVAL BY BOARD~ NOTICE TO OFFICER OF REMOVAL BY BOARD Dated: > , 19> . To > : This is to advise you that, pursuant to Section > of the Bylaws of > Corporation, the Board of Directors has removed you from your position as > of the > Corporation. The Board's action, taken by means of a resolution voted upon at a meeting held on > , 19> , removed you from office as of the time of the vote. A sealed copy of the resolution is attached to this notice; the original is on file in the principal office of the Corporation. Secretary 21 FORM151 Shareholders' Meetings The procedure to be followed when calling a shareholders' meeting is rather standardized throughout the United States. First, the board should adopt a resolution in which it states where and when the meeting is to be held. Forms 101 and 151 offer formats for both regular and special meetings.~ Form 151: NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ~ NOTICE OF SPECIAL MEETING OF SHAREHOLDERS Date: > , 19> . To the shareholders of > : > Corporation will hold a special meeting of shareholders at the following time and date and at the following location: Time: > Date: > , 19> . Address: > The purpose of the meeting is to present to shareholders for their consideration, discussion and action the following resolution that was adopted by the Corporation's directors at its meeting of > , 19> : Only those shareholders who were shareholders of record at the close of business on > , 19> , will be entitled to vote, in person or by proxy, at the meeting or any adjournment or adjournments thereof. By the Direction of the Board of Directors of > Corporation. Secretary 22 FORM152 Shareholders' Meetings Form 152 is a standard format for the minutes of a special meeting of shareholders. The minutes record the time, place, attendance, agenda and actions taken by the shareholders.~ Form 152: MINUTES OF SPECIAL MEETING OF SHAREHOLDERS~ MINUTES OF SPECIAL MEETING OF SHAREHOLDERS A special meeting of the shareholders of > Corporation was held at the following time, date and location: Time: > Date: > , 19> . Address: > The President of the Corporation, > , called the meeting to order, and > , the Secretary of the Corporation, took the minutes of the meeting. The Secretary then read aloud the notice of the meeting supplied to shareholders, and read aloud his or her affidavit containing proof that the notice had been mailed to each shareholder of record on > , 19> , at least two weeks before the date of the meeting. The Secretary was then directed to make the affidavit containing the proof of mailing a part of the minutes of the meeting. The Secretary reported that the following shareholders were present in person or were represented by proxy (proxies representing shareholders are identified in parentheses in the list that follows): Names Number of Shares and that there was present, in person and represented by proxy, holders of a sufficient number of shares necessary to constitute a quorum and to transact business. After a duly made and seconded motion, and after due deliberation, the following resolution was adopted by the affirmative vote of the holders of a majority of the outstanding shares of stock entitled to vote: The vote on the above resolution, the Secretary reported, showed that over > percent of the outstanding shares entitled to vote had been cast and that > shares of common stock had been voted in favor of the resolution and that > shares of common stock had been voted against the resolution. The President then announced that the resolution had been duly adopted by the holders of a majority of the shares entitled to vote on the resolution and that such majority was sufficient to transact the business of the meeting. There being no further business, upon a duly made and seconded motion, the meeting was adjourned. Secretary 23 FORM153 Shareholders' Meetings Most corporate charters provide for an annual meeting of shareholders. Generally, the main business at shareholders' meetings is to elect a board of directors to serve for the ensuing year. It is also good practice for the shareholders to adopt a resolution ratifying all the acts taken by the board during the past year. Should the board fail to send out a notice of the meeting, or should there be an emergency that does not allow for the satisfaction of the waiver of notice, Form 153 provides a waiver format.~ Form 153: WAIVER OF NOTICE OF ANNUAL MEETING (INDIVIDUAL SHAREHOLDER)~ WAIVER OF NOTICE OF ANNUAL MEETING (INDIVIDUAL SHAREHOLDER) I, > , the holder of > shares of stock of > , Inc., do hereby waive notice of the annual meeting of the shareholders of > , Inc., and consent to the holding of the meeting that is scheduled to be held on the following date and time and at the following location: Date: Time: Suite: Street: City and state: I understand that the purposes of the meeting are to elect a new Board of Directors and that the agenda of the meeting may include the transaction of any other business that properly may be brought before the shareholders for their vote. Dated: > , 19> . Signature 24 FORM154 Shareholders' Meetings A proxy is simply a form of agency whereby one person gives another person the right to cast his or her vote at a shareholders' meeting. One caution: Form 154, the proxy form, is designed solely for use by a small, closed corporation.~ Form 154: AUTHORIZATION (PROXY) TO VOTE SHARES~ AUTHORIZATION (PROXY) TO VOTE SHARES Date: > , 19> . The undersigned, the record owner of > Corporation's Share Certificate No. > , representing > shares of stock in the > Corporation, authorizes > to vote the aforementioned shares at the > Corporation's shareholders' meeting to be held at the following time, date and location: Time: > Date: > , 19> . Address: > By virtue of this proxy, > shall have the right to vote for the election of directors and on any other business that may be raised properly at the meeting. Signature 25 FORM201 Board of Directors' Meetings At the very first meeting of directors, much of the procedure that the corporation will follow is established. The bylaws, the corporate seal, stock certificates and record books are adopted, and the company's business is launched. Form 201 contains the standard litany of resolutions commonly adopted at the first board meeting. If your corporation is an existing one, you should still check these resolutions to make sure that your company hasn't overlooked a vital step.~ Form 201: MINUTES OF FIRST DIRECTORS' MEETING~ MINUTES OF FIRST DIRECTORS' MEETING The Board of Directors of > Corporation held its first meeting on the > day of > , 19> , at > o'clock > .m. in the City of > , State of > . The following directors, who constitute the entire Board of Directors, were present: > , > and > . Upon a duly seconded and carried motion, > was elected Acting Chairperson, and > was elected Acting Secretary of the meeting. The Secretary then read aloud a waiver of notice of the meeting, which was signed by all of the directors. Upon a duly made and seconded and carried motion, the Secretary was ordered to attach the waiver with the minutes of the meeting. The Secretary then distributed copies of the minutes of the meeting of incorporators and subscribers to the capital stock of the Corporation. Upon a duly made and seconded motion, those minutes were approved and the Secretary was ordered to attach them to the minutes of this meeting. Next, upon a duly made, seconded and carried motion, the Board of Directors RESOLVED, that the acts of > and > , the incorporators of > Corporation, taken both jointly and severally on behalf of the Corporation are hereby approved, ratified and adopted as acts of the Corporation. Next, the following individuals were nominated to serve as officers of the Corporation: > , President; > , Vice President; > , Secretary; > , Treasurer. The directors then voted on the nominations and each of the nominated individuals was elected to the office that appears after his or her name. Next, upon a duly made, seconded and carried motion, it was RESOLVED, that the share certificates of this Corporation shall be those submitted by the President for consideration by the Board, and that a copy of said share certificate shall be attached to the minutes of this meeting. Next, upon a duly made, seconded and carried motion, it was RESOLVED, that the officers of the Corporation are hereby authorized and directed to pay all fees and expenses incident and necessary to the organization of the Corporation and to procure and pay for the proper corporate books. Upon a motion duly made, seconded and carried, it was RESOLVED, that the seal of the Corporation shall be the seal an impression of which appears immediately below: (SEAL) Next, upon a duly made, seconded and carried motion, it was RESOLVED, that the Secretary is hereby authorized to procure for the Corporation all necessary books and the Treasurer is hereby authorized to pay all fees and other expenses incident and necessary to the Corporation's organization. Next, a copy of the proposed Bylaws for the management of the Corporation's internal affairs was distributed to each director and read aloud. Then, upon a duly made, seconded and carried motion, it was RESOLVED, that the Bylaws for the management of the internal affairs of the Corporation, which each director has read and approved article by article, are hereby adopted, and the Secretary is ordered to attach a copy of the aforesaid Bylaws to the minutes of this meeting. Next, upon a motion duly made, seconded and carried, it was RESOLVED, that the President of the Corporation is hereby authorized and directed to open a bank account in the Corporation's name and to do so in accordance with the form of bank resolution that is attached to the minutes of this meeting. Next, the Board of Directors reviewed offers from > , to pay > dollars ($ > ) in consideration for the issuance of > shares of the common stock of the Corporation to be issued as fully paid and nonassessable and from > , to pay > dollars ($ > ) in consideration for the issuance of > shares of the common stock of the Corporation to be issued as fully paid and nonassessable. Next, upon a duly made, seconded and carried motion, it was RESOLVED, that the aforesaid offers by > and > were for good and sufficient consideration for the shares demanded, and it was FURTHER RESOLVED, that the President and Secretary are hereby directed to execute in the name of the Corporation any agreement or agreements in accordance with the offers of > and > and to issue and deliver in accordance with such an agreement or agreements the appropriate number of fully paid and nonassessable shares. RESOLVED, that the stock and stock transfer book recommended to the Board at this meeting by the President are hereby adopted as the stock and stock transfer book of the Corporation. Next, upon a duly made, seconded and carried motion, it was RESOLVED, that the firm of > be engaged to perform the annual audit of the books of this Corporation for the calendar year ending > , 19> and that the President is hereby authorized and directed to execute a written retainer for the aforesaid services of > . There being no further business, upon a duly made, seconded and carried motion, the meeting was adjourned. Secretary 26 FORM251 Board of Directors' Meetings Form 251 supplies the format for notice of a regular meeting of the board of directors.~ Form 251: NOTICE OF DIRECTORS' MEETING~ NOTICE OF DIRECTORS' MEETING To:> In accordance with the Bylaws of > , a meeting of the Board of Directors of > will be held at > o'clock > .m., on the > day of > , 19> , in the offices of the > Corporation at > in the City of > . Dated: > , 19> . 27 FORM252 Board of Directors' Meetings Form 252 is a standard format for the minutes of the annual board meeting. The main business of the annual meeting is to declare a dividend, elect offers for the ensuing year and set the salary of each officer. If the board takes any additional action, a record of it should be added to the minutes of the meeting, in basically the same format used for the minutes of shareholders' meetings.~ Form 252: MINUTES OF DIRECTORS' MEETING~ MINUTES OF DIRECTORS' MEETING The Board of Directors of > held a regular meeting at the following time, date and place: Time: > Date: > , 19> . Address: > The following individuals, constituting the entire membership of the Board of Directors, were present at the meeting: > , the Corporation's President, chaired the meeting, and > , the Corporation's Secretary, served as Secretary of the meeting. The Secretary read a waiver of notice of the meeting that was signed by all of the directors and was directed to attach the waiver of notice to the minutes of the meeting. The Chairperson announced that a quorum of the directors was present and that the meeting could proceed with business. The Secretary distributed copies of the minutes of the previous regular meeting of the directors that had been held on > , 19> , and upon a duly made and seconded motion, the minutes of the aforesaid previous regular meeting were approved. Next, the Board heard the report of > , the Corporation's Treasurer, which included the report of > , the Corporation's accountant, and was advised that as of the close of business on the > day of > , 19> , the Corporation had net profits of > dollars ($> ). It was then RESOLVED, that a dividend of > cents per share is hereby declared on the outstanding common stock of this Corporation, the said dividend to be payable to shareholders of record at the close of business on the > day of > , 19> , and shall be paid on the > day of > , 19> , and it is FURTHER RESOLVED, that the Secretary is hereby directed to notify the shareholders that the dividend has been declared, and the Treasurer is hereby directed to pay the said dividend on the date specified above. Next, the Board considered the reappointment of > as President of the Corporation. > thereupon excused himself or herself from the meeting and > replaced him or her as the Acting Chair. Upon a motion duly made and seconded and unanimously carried, it was RESOLVED, that the salary of the President of the Corporation is to be > dollars ($> ) per year, and that term for which his or her employment shall continue under this resolution shall be one year. Next, upon the conclusion of the vote on the above-described resolution, the President returned to the room and resumed the office of Chair of the meeting. Next, the Board considered a proposed agreement for the supply of > to the Corporation that had been negotiated by the President, and it was RESOLVED, that the Corporation should accept the proposed agreement, dated > , 19> , a copy of which is attached to the minutes of this meeting, and by this Resolution directs the President to execute the aforesaid agreement. As no other business was before the meeting, a duly made and seconded motion to adjourn was carried. Chairperson Secretary 28 FORM261 Board of Directors' Meetings Form 261 can be used to supply notice of a special meeting of the board.~ Form 261: NOTICE OF SPECIAL MEETING OF DIRECTORS~ NOTICE OF SPECIAL MEETING OF DIRECTORS The Board of Directors of > will hold a special meeting on the > day of > , 19> , at > o'clock, > .m., in the offices of the Corporation at > , in the City of > , to consider the following matter: Dated: > , 19> . Secretary 29 FORM262 Board of Directors' Meetings Form 262 sets out a format for the minutes of a special meeting of the board.~ Form 262: MINUTES OF SPECIAL MEETING OF DIRECTORS~ MINUTES OF SPECIAL MEETING OF DIRECTORS The Board of Directors of > held a special meeting at the offices of the Corporation, located at > , in the City of > , in the State of > , on > , 19> , at > o'clock > .m. The following persons, constituting the entire membership of the directors of the Corporation, were present: > , served as Chairperson of the meeting, and > served as Secretary of the meeting. After reading a waiver of notice of the meeting's notice, which had been signed by every director, the Secretary was directed to attach a copy of the waiver with the minutes of the meeting. Having announced that a quorum of the Board of Directors, as required by the Bylaws of the Corporation, necessary for the holding of a meeting of the directors was present and that the meeting had been duly convened, the Chairperson further announced that the meeting could proceed with its business. Upon a duly made, seconded and fully discussed motion, the following resolution was adopted: There being no further business before the meeting, on the motion of > , seconded and carried, the meeting was adjourned. Secretary 30 FORM263 Board of Directors' Meetings In the event that adequate notice has not been given for either a regular or a special meeting, Form 263 sets out a format for waiver of notice by directors.~ Form 263: WAIVER OF NOTICE OF DIRECTORS' MEETING~ WAIVER OF NOTICE OF DIRECTORS' MEETING Dated: > , 19> . The undersigned, each a member of the Board of Directors of the > Corporation, hereby waive notice of and consent to the holding of the meeting of the Board of Directors of the Corporation scheduled to be held at > o'clock > .m., on the > day of > , 19> , at the offices of the Corporation located at > in the City of > , and hereby agree that any lawful business may be transacted at the meeting. 31 FORM265 Board of Directors' Meetings Every state permits a shareholder to inspect the corporation's books and records. The standards a shareholder must meet to satisfy statutory requirements varies from state to state. Form 265 satisfies the more difficult standard, but can also be used in those states that set the more minimal standards.~ Form 265: DEMAND FOR INSPECTION OF BOOKS AND RECORDS~ DEMAND FOR INSPECTION OF BOOKS AND RECORDS Date: > , 19> . To: > , Secretary, > Corporation Subject: Demand for Inspection of Corporation's Books and Records The undersigned hereby states that he or she is the holder of > shares of the common stock of > Corporation, and that (1) that holding constitutes at least five percent of the outstanding stock of the Corporation and (2) the undersigned has held the aforementioned shares of stock for at least six months preceding this demand. The undersigned does hereby demand the opportunity to inspect the books and records of the Corporation, its stock ledger and the list of shareholders. The undersigned's purpose is a proper purpose in that it is being made The undersigned further states that he or she has never sold or offered for sale any list of shareholders of any corporation, nor has he or she aided, abetted or assisted any person in obtaining such a list or record for such purpose. Signature Notary Public 32 FRM2110 Contracts Form 2110 can be used to designate the president (and/or other officers) as the only person with authority to make estimates, sign contracts or order materials on behalf of the corporation. This form prevents unauthorized employees from binding the company inadvertently. It spells out exactly who has the authority and what the procedure is for making a binding estimate or contract with your company.~ Form 2110: BOARD OF DIRECTORS' RESOLUTION ON PRESIDENT'S AUTHORITY TO MAKE PURCHASES~ BOARD OF DIRECTORS' RESOLUTION ON PRESIDENT'S AUTHORITY TO MAKE PURCHASES Upon a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation adopted the following resolutions: RESOLVED, that estimates of the cost of any work to be performed by the > Corporation for third persons shall be prepared by or under the supervision of the President of the Corporation, and all completed estimates shall be retained by the Secretary in a file maintained solely to keep a record of all such estimates and no estimate shall be submitted by this Corporation unless it has been prepared by or approved by the President; and it is FURTHER RESOLVED, that every order for (1) materials to be delivered to or (2) work or services to be performed for the Corporation shall be made in writing and shall not be valid unless it is signed by the President. Copies of all orders for materials, services or work shall be retained by the Secretary in a file maintained by the Secretary of the Corporation solely to keep a record of such orders. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 33 FRM2111 Contracts Form 2111 is a board resolution authorizing the president to negotiate the terms of a particular contract.~ Form 2111: BOARD OF DIRECTORS' RESOLUTION ON PRESIDENT'S AUTHORITY TO NEGOTIATE CONTRACT~ BOARD OF DIRECTORS' RESOLUTION ON PRESIDENT'S AUTHORITY TO NEGOTIATE CONTRACT Upon a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation adopted the following resolution: RESOLVED, that the President of > Corporation is hereby authorized to enter into a contract with the > Company for > , in the name and in behalf of this Corporation, and on the best terms and conditions the President can obtain from the > Company. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . 34 FRM2112 Contracts Form 2112 is a board resolution approving the terms of a particular contract. It is good practice to attach a copy of the contract to minutes of the meeting at which the resolution was adopted.~ Form 2112: BOARD OF DIRECTORS' RESOLUTION APPROVING A PROPOSED CONTRACT~ BOARD OF DIRECTORS' RESOLUTION APPROVING A PROPOSED CONTRACT Upon a duly made and seconded motion, a majority of the directors of the Board of Directors of > Corporation adopted the following resolution: WHEREAS, the President of > Corporation has submitted to the Board of Directors a proposed contract between this Corporation and > , dated > , 19> , which sets out the following terms: and WHEREAS, the Board of Directors has reviewed and discussed among themselves the above-described proposed contract, it is RESOLVED, that the above-described contract is hereby approved by the Board of Directors, and the President of the Corporation is hereby authorized to enter into the said contract with > , in the name of and in behalf of this Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 35 FRM2120 Loans Form 2120 can be used to authorize borrowing on a line of credit extended by a bank and evidenced by a promissory note. With this resolution, the note can be renewed without further action by the board. This resolution establishes a maximum limit on the amount that can be borrowed on the note.~ Form 2120: BOARD OF DIRECTORS' RESOLUTION APPROVING CREDIT LINE~ BOARD OF DIRECTORS' RESOLUTION APPROVING CREDIT LINE Upon a duly made, seconded and carried motion, the Board of Directors of > Corporation, by unanimous vote, adopted the following resolution: RESOLVED, that the President of this Corporation is hereby authorized to establish for the Corporation a credit line in the sum of > dollars ($> ), from the > Bank, for and in behalf of this Corporation, on the terms set out in the Revolving Credit Agreement prepared by the > Bank and attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 36 FRM2121 Loans Form 2121 authorizes corporate officers to set the amounts and terms of loans obtained from a particular bank. It gives the officers maximum discretion, allowing them to agree to any terms they may deem proper.~ Form 2121: BOARD OF DIRECTORS' RESOLUTION FOR BORROWING FROM DESIGNATED BANK~ BOARD OF DIRECTORS' RESOLUTION FOR BORROWING FROM DESIGNATED BANK WHEREAS, it has become necessary for this Corporation to borrow money in order to it is hereby RESOLVED, that > , the President of the Corporation, is hereby authorized to act for this Corporation and borrow from the > Bank of > the sum of > dollars ($> ) on the terms set out in the loan instrument attached to the minutes of this meeting, and to sign and execute that document and whatever other documents as may be necessary or required by the > Bank to evidence such indebtedness from this Corporation to the > Bank; and it is FURTHER RESOLVED, that the Secretary of the Corporation is to provide the > Bank with a certified copy of these resolutions. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 37 FRM2122 Loans Form 2122 authorizes officers to obtain a loan by pledging inventory materials and other property as collateral.~ Form 2122: SHAREHOLDERS' RESOLUTION FOR BORROWING ON INVENTORY AND EQUIPMENT~ SHAREHOLDERS' RESOLUTION FOR BORROWING ON INVENTORY AND EQUIPMENT WHEREAS, the Board of Directors of > Corporation has determined that it is necessary for this Corporation to borrow money and that the most favorable terms available can be obtained by offering certain of the Corporation's furniture, fixtures and inventory as collateral for the loan, it is hereby RESOLVED, that > , the President of this Corporation is hereby authorized to borrow the sum of > dollars ($> ) from > on the terms set out in the Promissory Note attached to the minutes of this meeting and to execute a mortgage in favor of the Lender covering the furniture, fixtures and the inventory of merchandise set out in the Schedule attached to the minutes of this meeting, and it is FURTHER RESOLVED, that the President of the Corporation is hereby authorized and directed to provide for creditors of the Corporation all notices required by law to be given to the creditors of the Corporation and to do everything else that may be necessary to complete the transaction authorized by the Board of Directors in this resolution. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 38 FRM2123 Loans Form 2123 authorizes the pledging of accounts receivable as loan collateral.~ Form 2123: SHAREHOLDERS' RESOLUTION FOR BORROWING ON ACCOUNTS RECEIVABLE~ SHAREHOLDERS' RESOLUTION FOR BORROWING ON ACCOUNTS RECEIVABLE WHEREAS, the Board of Directors of this Corporation has determined that it has become necessary to borrow money for corporate purposes and that such funds can be obtained at favorable rates only by borrowing against the accounts receivable of the Corporation, it is hereby RESOLVED, that the Board of Directors of this Corporation is hereby authorized to borrow > dollars ($> ) on the terms and conditions set out in the Promissory Note and Pledge Instruments attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 39 FRM2130 Corporate Offices, Plant and Equipment Form 2130 authorizes a lease. Landlords sometimes ask for evidence of this authority.~ Form 2130: BOARD OF DIRECTORS' RESOLUTION FOR LEASING CORPORATE OFFICES~ BOARD OF DIRECTORS' RESOLUTION FOR LEASING CORPORATE OFFICES WHEREAS, the Board of Directors of > Corporation has been informed that the landlord of the premises now occupied by the > Corporation under a lease entered into by the President of this Corporation with full authority of this Board of Directors has informed the President of the Corporation that it requires evidence that the Corporation accepts the terms of the lease, it is hereby RESOLVED, that the Board of Directors hereby reaffirms the authority it invested in > , the President of this Corporation, to enter into the lease, a copy of which is attached to the minutes of this meeting, and to do everything necessary to make the lease binding on this Corporation as tenant and> , as landlord. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 40 FRM2140 Corporate Offices, Plant and Equipment Form 2140 actually authorizes two contracts: a sale of real estate, and a leaseback of that property. ~ Form 2140: BOARD OF DIRECTORS' RESOLUTION FOR SALE AND LEASEBACK OF REAL ESTATE~ BOARD OF DIRECTORS' RESOLUTION FOR SALE AND LEASEBACK OF REAL ESTATE WHEREAS, the Board of Directors has determined that it will be in the best interests of the > Corporation to sell certain of its real property and to lease the same back from the purchasers, it is hereby RESOLVED, that this Corporation sell the parcel of real property it owns and that is located at > , in the City of > , in the State of > , and that is described in the Deed attached to the minutes of this meeting, to the > Company, on the terms set out in the attached Deed, and that concurrently with that transfer, the Corporation shall take back a lease thereof from > , the buyer, on the terms set out in the Lease attached to the minutes of this meeting; and it is FURTHER RESOLVED, that the President and Secretary of this Corporation are hereby authorized to act in behalf of the Corporation and to execute and deliver the Deed, Lease and such other instruments as may be required in connection with the sale and leaseback of the above mentioned real estate and to affix the corporate seal of this Corporation to such documents. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 41 FRM2150 Corporate Offices, Plant and Equipment Form 2150 can be used by the board to authorize the purchase of land and improvements to be used for business purposes.~ Form 2150: BOARD OF DIRECTORS' RESOLUTION FOR PURCHASE OF REAL ESTATE AND IMPROVEMENTS~ BOARD OF DIRECTORS' RESOLUTION FOR PURCHASE OF REAL ESTATE AND IMPROVEMENTS WHEREAS, the > Corporation's operations now require additional operating facilities, and, WHEREAS, > , the owner of the real estate located at > , in the City of > , State of > , has offered to sell that property to the Corporation on the terms and conditions set out in the Deed attached to the minutes of this meeting, it is hereby RESOLVED, that this Corporation purchase from > the land and building described in the Deed that is attached to the minutes of this meeting on the terms described in that Deed; and it is FURTHER RESOLVED, that the President and Secretary of this Corporation are hereby authorized to execute all instruments and make all payments necessary to complete the sale of the aforementioned real estate to this Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 42 FRM2160 Appointment of Accountant or Attorney Form 2160 authorizes the corporation to retain a new accounting firm.~ Form 2160: BOARD OF DIRECTORS' RESOLUTION FOR ENGAGING NEW ACCOUNTANT~ BOARD OF DIRECTORS' RESOLUTION FOR ENGAGING NEW ACCOUNTANT RESOLVED, that, on > , 19> , when the contract between this Corporation and the firm of > , the auditors for this Corporation, shall expire, the said contract of employment of the firm of > shall not be renewed, and it is FURTHER RESOLVED, that the President of this Corporation is hereby authorized to enter into the Letter of Agreement submitted by the firm of > , on the terms and conditions set out in that letter, a copy of which is attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 43 FRM2170 Appointment of Accountant or Attorney Form 2170 authorizes the appointment of an attorney to represent the corporation.~ Form 2170: BOARD OF DIRECTORS' RESOLUTION FOR APPOINTMENT OF ATTORNEYS~ BOARD OF DIRECTORS' RESOLUTION FOR APPOINTMENT OF ATTORNEYS RESOLVED, that the President of this Corporation is hereby authorized to engage the law firm of > to serve as attorneys for this Corporation, on the terms and conditions set out in the Letter of Agreement dated > , 19> , and submitted to the Corporation by the aforementioned law firm, a copy of which is attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 44 FRM2171 Appointment of Accountant or Attorney Form 2171 authorizes the attorney to file a suit on behalf of the corporation.~ Form 2171: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING LITIGATION~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING LITIGATION WHEREAS, > has owed the > Corporation > dollars ($> ) for > delivered to the aforementioned on > , 19> , and has resisted every attempt of this Corporation's officers to collect such debt, it is hereby RESOLVED, that the law firm of > is hereby authorized to initiate suit in the name of and in behalf of this Corporation to satisfy its claim against > or to enter a settlement of the claim at such amount and upon such terms as the President of this Corporation agrees are appropriate. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 45 FRM2172 Appointment of Accountant or Attorney Form 2172 authorizes the attorney to defend the corporation in a suit filed against it.~ Form 2172: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ATTORNEY TO DEFEND CORPORATION AGAINST A CLAIM~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ATTORNEY TO DEFEND CORPORATION AGAINST A CLAIM WHEREAS, a claim against this Corporation has been presented by > and WHEREAS, it appears that the aforesaid claim is without merit, it is hereby RESOLVED, that the law firm of > is hereby authorized to defend this Corporation against the meritless claim presented by > , and to take whatever actions they consider necessary and appropriate to defend this Corporation, subject to the consent of the President of this Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 46 FRM2200 Mergers Form 2200 is a board resolution recommending that the shareholders approve the purchase of all the assets of another corporation and calling a shareholders' meeting for that purpose.~ Form 2200: BOARD OF DIRECTORS' RESOLUTION ADVISING APPROVAL OF MERGER~ BOARD OF DIRECTORS' RESOLUTION ADVISING APPROVAL OF MERGER WHEREAS, in the judgment of the Board of Directors of this Corporation it is deemed advisable to adopt the Articles of Merger set forth below, it is hereby RESOLVED, that the Board of Directors deems it advisable to adopt the Articles of Merger, set out below, under the terms of which the > Corporation would be merged into this Corporation; and it is FURTHER RESOLVED, that a special meeting of the shareholders of this Corporation is hereby scheduled to be held at > , > .m., on > , 19> , to take action upon the proposed merger, and the Secretary is hereby instructed to give notice of this special meeting to the shareholders of this Corporation in accordance with the Corporation's Bylaws, and to include in that notice a copy of the Articles of Merger immediately following: The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 47 FRM2201 Mergers Form 2201 is a shareholders' resolution approving the purchase of all assets of another corporation. This agreement is filed with the Secretary of State.~ Form 2201: SHAREHOLDERS' RESOLUTION APPROVING PURCHASE OF ALL ASSETS OF DESIGNATED CORPORATION~ SHAREHOLDERS' RESOLUTION APPROVING PURCHASE OF ALL ASSETS OF DESIGNATED CORPORATION RESOLVED, that the Board of Directors of this Corporation is hereby authorized to acquire from > all its property, assets, accounts, receivables and goodwill on the terms and conditions set out in an agreement dated > , 19> , and attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 48 FRM2201A Mergers Form 2201A sets out the format for the plan and agreement of a merger that has been proposed.~ Form 2201A: PLAN AND AGREEMENT OF MERGER~ PLAN AND AGREEMENT OF MERGER BETWEEN AND This Plan and Agreement of Merger is made and entered into on the > day of > , 19> , by and between > , a Corporation, hereinafter referred to as the Surviving Corporation, and > , a Corporation, hereinafter referred to as the Merged Corporation, and said Corporations are hereinafter sometimes referred to jointly as the Constituent Corporations. WITNESSETH: WHEREAS, the Surviving Corporation is organized and exists under the laws of the State of > , having filed its Certificate of Incorporation in the Office of the Secretary of State of the State of > on > , 19> , and recorded in the office of the Recorder of Deeds for the County of > , in the aforesaid State, on > , 19> , and having its registered office at > , in the City of > , County of > , and having as its registered agent > and WHEREAS the total number of shares of stock which the Surviving Corporation has authority to issue is > shares, of which > shares are now issued and outstanding; and WHEREAS, the Merged Corporation is organized and exists under the laws of the State of > , its Articles of Incorporation having been filed in the office of the Secretary of State of the State of > on the > day of > , 19> , and its Certificate of Incorporation, after being issued to the Merged Corporation by the Secretary of State on that date, was recorded in the office of the Recorder of Deeds of > County, > , on the > day of > , 19> , and the address of its registered office is > , in the County of > in the State of > , and its registered agent being> and WHEREAS, the aggregate number of shares which the Merged Corporation has authority to issue is > shares, of which > shares are issued and outstanding; and WHEREAS, the Board of Directors of each of the Constituent Corporations deems it advisable that the Merged Corporation be merged into the Surviving Corporation on the terms and conditions set forth below, in accordance with the applicable provisions of the statutes of the States of > and > , respectively, which permit such merger; THEREFORE, in consideration of the agreements, covenants and provisions set out below, the Surviving Corporation and the Merged Corporation, by their Boards of Directors, do hereby agree as follows: ARTICLE I The Surviving Corporation and the Merged Corporation shall be merged into a single corporation, in accordance with applicable provisions of the laws of the State of > and of the State of > , by the Merged Corporation merging into the Surviving Corporation, which shall be the Surviving Corporation. ARTICLE II Upon the merger becoming effective under the laws of the States of > and > (such time being referred to herein as the "Effective Date of the Merger"): 1. The two Constituent Corporations shall be a single corporation, which shall be the Surviving Corporation, and the separate existence of the Merged Corporation shall cease, except to the extent, if any, provided by the laws of the State of > . 2. The Surviving Corporation shall thereupon possess all the rights, privileges, immunities and franchises of the Constituent Corporations; and all property, real and personal, and all debts due on whatever account and every other interest belonging to or due to each of the Constituent Corporations shall be vested in the Surviving Corporation without further act or deed. 3. The Surviving Corporation shall be responsible and liable for all of the liabilities and obligations of each Constituent Corporation and all existing or pending claims, actions or proceedings by or against the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be substituted in the place of the appropriate Constituent Corporation, and neither the rights of creditors nor any liens upon the property of the Constituent Corporations shall be impaired by the merger. 4. The Surviving Corporation hereby agrees that it may be served with process in the State of > in any proceeding for the enforcement of any obligation of either Constituent Corporation, including those arising from the merger, and hereby irrevocably appoints the Secretary of State of > as its agent to accept service of process in any such suit or other proceedings, and further agrees that service of any such process may be made by providing the Secretary of State of the State of > with duplicate copies of such process; and the Surviving Corporation authorizes the aforesaid Secretary of State to send such process to it by registered mail directed to its registered office at > . 5. With respect to each Constituent Corporation, the aggregate amount of net assets of each Constituent Corporation that was available to support and pay dividends before the merger shall continue to be available for the payment of dividends by the Surviving Corporation, except to the extent that all or a portion of those net assets may be transferred to the stated capital of the Surviving Corporation. 6. The Bylaws of the Surviving Corporation as they existed immediately before the effective date of merger shall be the Bylaws of the Surviving Corporation. 7. The persons who will serve on the Board of Directors and as the officers of the Surviving Corporation shall be the same persons who served as directors and officers of the Surviving Corporation immediately before the effective date of the merger. ARTICLE III The Articles of Incorporation of the Surviving Corporation shall not be amended in any respect by reason of this Agreement of Merger and said Articles of Incorporation shall constitute the Articles of Incorporation of the Surviving Corporation unless or until it is subsequently amended by the action of the Board of Directors and shareholders; the said Articles of Incorporation are set forth in Exhibit A attached hereto and are made a part of this Plan and Agreement of Merger. ARTICLE IV The shares of the Constituent Corporations shall be converted into shares of the Surviving Corporation in the following manner: 1. Each share of each Constituent Corporation shall be converted into fully paid and non-assessable share(s) of capital stock of the Surviving Corporation. ARTICLE V The Surviving Corporation shall pay all expenses incurred for the purpose of bringing this Agreement of Merger and the merger herein described into effect. ARTICLE VI If the Surviving Corporation shall have reason to request any further assignments, conveyances or other transfers that on the advice of counsel are necessary to vest in the Surviving Corporation title to any property or rights of either of the Constituent Corporations, the officers and directors of the appropriate Constituent Corporation shall execute any assignment, conveyance or transfer to vest such property or rights in the Surviving Corporation. ARTICLE VII This Plan and Agreement of Merger shall be submitted to the shareholders of each of the Constituent Corporations for consideration at a meeting of shareholders held in accordance with the Bylaws of each Constituent Corporation and with the laws of their state of incorporation, and upon (a) the approval by the shareholders of each Constituent Corporation, and (b) the subsequent execution, filing and recording of such documents shall then take effect and be the Plan of Merger of the Constituent Corporations. This Plan and Agreement of Merger may be abandoned by (a) either of the Constituent Corporations by the action of its Board of Directors if such action is taken before the Plan and Agreement of Merger has been approved by the shareholders of the Constituent Corporation whose Board seeks abandonment, or (b) the mutual consent of the Constituent Corporations if their respective Boards of Directors each adopt a resolution abandoning the Plan and Agreement of Merger before the effective date of the merger. IN WITNESS WHEREOF, each Constituent Corporation acting by the authority set out in resolutions adopted by its Board of Directors has directed this Plan and Agreement of Merger to be executed by the President and attested to by the Secretary of each Constituent Corporation, and to have the corporate seal of each Constituent Corporation affixed hereto. Attest: Secretary President Attest: Secretary President THE ABOVE AGREEMENT OF MERGER, having been executed by the President and Secretary of each corporate party thereto and having been adopted separately by the shareholders of each corporate party thereto, in accordance with the provisions of the General Corporation Law of the State of > , and the fact having been certified on said Agreement of Merger by the Secretary of each corporate party thereto do now hereby execute the said Agreement of Merger under the corporate seals of their respective Corporations, by the authority of the directors and shareholders thereof, as the respective act, deed and agreement of each of said Corporation, on the > day of > , 19> . Secretary President Secretary President I, > , Secretary of > , a corporation organized and existing under the laws of the State of > , hereby certify, as such Secretary and under the seal of the said Corporation, that the Agreement of Merger to which this certificate is attached, after having been first duly signed in behalf of said Corporation by the President and Secretary of > , a corporation of the State of > , was duly submitted to the shareholders of said > , at a special meeting of said shareholders called and held separately from the meeting of shareholders of any other corporation, upon waiver of notice, signed by all shareholders, for the purpose of considering and taking action upon said Agreement of Merger, that shares of stock of said Corporation were on said date issued and outstanding and that the holders of > shares voted by ballot in favor of said Agreement of Merger and the holders of > shares voted by ballot against same, the said affirmative vote representing at least a majority of the total number of shares of the outstanding capital stock of said Corporation, and that thereby the Agreement of Merger was at said meeting duly adopted as the act of the shareholders of said > , and the duly adopted agreement of the said Corporation. WITNESS my hand and seal of said > on this > day of > , 19> . Secretary (SEAL) 49 FRM2202 Mergers Form 2202 is a board resolution proposing to merge with a wholly owned subsidiary and calling a shareholders' meeting for that purpose.~ Form 2202: BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY~ BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY WHEREAS, the Board of Directors of this Corporation has determined that the Corporation now owns all stock of > , a corporation organized under the laws of the State of > , and WHEREAS, has determined there are efficiencies to be gained by merging> into this Corporation, it is hereby RESOLVED, that this Corporation hereby merge with > and that this Corporation shall be the Surviving Corporation after the merger is effected and shall assume all of the debts and liabilities of > , and it is FURTHER RESOLVED, that a special meeting of this Corporation's shareholders shall be called and held for the following purposes: (1) to vote upon the recommendation of the Board of Directors that > be merged into this Corporation, and (2) to approve a merger agreement between > , and this Corporation. The aforementioned shareholders' meeting is to be called and held at the following time, date and place: Time: > Date: > , 19> . Address: > The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 50 FRM2203 Mergers Form 2203 is a shareholders' resolution approving the merger agreement.~ Form 2203: SHAREHOLDERS' RESOLUTION APPROVING MERGERWITH WHOLLY OWNED SUBSIDIARY~ SHAREHOLDERS' RESOLUTION APPROVING MERGERWITH WHOLLY OWNED SUBSIDIARY WHEREAS, this Corporation is the sole shareholder of > , a corporation that was organized and exists under the authority of the laws of the State of > , and WHEREAS, the Board of Directors of this Corporation has determined it is advisable that this Company merge with said Corporation in order to obtain operating efficiencies, it is hereby: RESOLVED, that the shareholders of > hereby approve the adoption of the Agreement of Merger, dated > , 19> , that was approved on > , 19> by the Board of Directors of > , and on > , 19> , by the Board of Directors of > ; and it is FURTHER RESOLVED, that a copy of the aforementioned Agreement of Merger shall be attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 51 FRM2210 Sale of Corporate Assets Form 2210 is a shareholders' resolution giving the board blanket authority to sell all or part of the corporation's assets.~ Form 2210: SHAREHOLDERS' RESOLUTION FOR BLANKET AUTHORITY TO SELL CORPORATE PROPERTY~ SHAREHOLDERS' RESOLUTION FOR BLANKET AUTHORITY TO SELL CORPORATE PROPERTY RESOLVED, that the Board of Directors of this Corporation is authorized to sell or exchange all or any part of this Corporation's property and assets, real or personal, tangible or intangible, including goodwill, upon such terms and conditions as the Board of Directors shall determine are in the best interests of the Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 52 FRM2220 Sale of Corporate Assets Form 2220 is a board resolution accepting an offer to purchase all of the corporation's assets and calling a shareholders' meeting to approve that action.~ Form 2220: BOARD OF DIRECTORS' RESOLUTION OF ACCEPTANCE OFFER TO PURCHASE CORPORATE ASSETS SUBJECT TO SHAREHOLDERS' APPROVAL~ BOARD OF DIRECTORS' RESOLUTION OF ACCEPTANCE OFFER TO PURCHASE CORPORATE ASSETS SUBJECT TO SHAREHOLDERS' APPROVAL WHEREAS, this Corporation has received an offer from > to purchase all of this Corporation's property and assets, real and personal, tangible and intangible, on the terms and conditions set forth in the attached proposal dated > , 19> , and WHEREAS, in the opinion of this Board of Directors, it is for the best interests of this Corporation to accept the above-described offer, it is hereby RESOLVED, that the offer of said > , dated > , 19> and attached to the minutes of this meeting, is hereby accepted, subject to the approval of this Corporation's shareholders, and it is FURTHER RESOLVED, that the President and the Secretary deliver an acceptance of the above-described offer upon the adoption of a resolution by the Corporation's shareholders authorizing the acceptance the above-described offer, and it is FURTHER RESOLVED, that the Secretary of this Corporation is hereby directed to call a special meeting of the Corporation's shareholders, to act on this resolution of the Board of Directors, and the Secretary is further directed to give notice that the special meeting of shareholders will be held at the following time, date and location: Time: > Date: > , 19> . Address: > The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 53 FRM2221 Sale of Corporate Assets Form 2221 is a shareholder's resolution consenting to the sale of all corporate assets.~ Form 2221: SHAREHOLDERS' RESOLUTION FOR APPROVAL OF SALE OF CORPORATE ASSETS~ SHAREHOLDERS' RESOLUTION FOR APPROVAL OF SALE OF CORPORATE ASSETS RESOLVED, that the shareholders of this Corporation do hereby authorize and approve of the sale of the Corporation's assets to > , on the terms and conditions set out in an Agreement of Sale dated > , 19> , a copy of which is attached to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 54 FRM2222 Sale of Corporate Assets It is customary to obtain the written consent of shareholders to a sale of all assets, and Form 2222 can be used for this purpose. (Note: Some states require a two-thirds majority of shareholders to consent to the sale of all or substantially all of the corporation's assets.)~ Form 2222: CERTIFICATE OF SHAREHOLDERS' CONSENT TO APPROVAL OF SALE OF ALL CORPORATE ASSETS~ CERTIFICATE OF SHAREHOLDERS' CONSENT TO APPROVAL OF SALE OF ALL CORPORATE ASSETS The undersigned, the holders of all of the shares of stock of the > Corporation, hereby consent to the transfer of all of the property of this Corporation to > , subject, however, to the agreement of the purchaser to assume all the debts and obligations of this Corporation of every name, type and nature, and upon such other terms as are set out in an Agreement of Sale dated > , 19> , a copy of which is attached to this Consent. Name of Shareholder Signature Number of Shares Secretary 55 FRM2223 Sale of Corporate Assets Form 2223 authorizes the distribution to shareholders of the cash received from the sale of corporate assets and to announce a plan of liquidation.~ Form 2223: BOARD OF DIRECTORS' RESOLUTION FOR DISTRIBUTION OF PROCEEDS FROM SALE OF CORPORATE ASSETS~ BOARD OF DIRECTORS' RESOLUTION FOR DISTRIBUTION OF PROCEEDS FROM SALE OF CORPORATE ASSETS RESOLVED, that the sum of > dollars ($> ) per share shall be distributed to the shareholders of record of this Corporation as of the > day of > , 19> , as a liquidation payment, and FURTHER RESOLVED, that the Board of Directors hereby approves of the attached letter, which is to be sent to the shareholders of this Corporation by the President of this Corporation, announcing the liquidation of this Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . 56 FRM2230 Dissolution Form 2230 recommends that the shareholders vote to dissolve the corporation and gives notice of a meeting to be held for that purpose.~ Form 2230: BOARD OF DIRECTORS' RESOLUTION ADVISING DISSOLUTION AND CALLING SHAREHOLDERS' MEETING~ BOARD OF DIRECTORS' RESOLUTION ADVISING DISSOLUTION AND CALLING SHAREHOLDERS' MEETING Upon a duly made, seconded motion, the following resolution was adopted by the affirmative and unanimous vote of the Board of Directors of > : RESOLVED, that this Corporation should be dissolved; and it is FURTHER RESOLVED, that in a manner prescribed by law and by the Bylaws of this Corporation, a special meeting of all shareholders of this Corporation be called to take action upon this resolution and is hereby called, and that such meeting is to be held at the following time, date and place: Time: > Date: > , 19> . Address: > The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 57 FRM2231 Dissolution Form 2231 is the shareholders' resolution consenting to dissolution and directing the officers to wind up the corporation's affairs.~ Form 2231: SHAREHOLDERS' RESOLUTION FOR APPROVALOF DISSOLUTION~ SHAREHOLDERS' RESOLUTION FOR APPROVALOF DISSOLUTION Upon a duly made and seconded motion, the following resolution was adopted by the affirmative vote of all of the shareholders of > : RESOLVED, that > , shall dissolve forthwith, and it is FURTHER RESOLVED, that the President and Secretary of this Corporation are hereby authorized and directed to file the necessary Certificate of Dissolution of this Corporation in accordance with the laws of the State of > . The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 58 FRM2232 Dissolution Form 2232 is the Certificate of Dissolution filed with the Secretary of State.~ Form 2232: CERTIFICATE OF DISSOLUTION~ CERTIFICATE OF DISSOLUTION We, the holders of all of the outstanding shares of stock of > , entitled to vote on the dissolution of this Corporation in accordance with Section > of the Laws of the State of > , do certify: 1. The name of the Corporation is > . 2. The Corporation's Articles of Incorporation were accepted for filing and filed by the Secretary of State of the State of > on > , 19> . 3. The names and addresses the Corporation's Directors are as follows: Name address 4. The names and addresses of the Corporation's officers are as follows: Name Title Residence 5. The Corporation elects to dissolve. 6. The Corporation has only one class of stock. 7. The dissolution of the Corporation was authorized at a special meeting of shareholders by > vote. IN WITNESS WHEREOF, we have signed our names to this certificate. Shareholder Shareholder Dated: > , 19> . 59 FRM2240 Bankruptcy Form 2240 is a board resolution recommending that the shareholders approve the filing of a bankruptcy petition and calling a shareholders' meeting.~ Form 2240: BOARD OF DIRECTORS' RESOLUTION ADVISING FILING OF BANKRUPTCY AND CALLING SHAREHOLDERS' MEETING~ BOARD OF DIRECTORS' RESOLUTION ADVISING FILING OF BANKRUPTCY AND CALLING SHAREHOLDERS' MEETING WHEREAS, the Board of Directors of this Corporation has determined the Corporation is unable to meet its obligations as they become due in the usual course of business, and, WHEREAS, the Board of Directors has also determined that the Corporation can no longer continue in business profitably, and, WHEREAS, the Board of Directors has been advised that various creditors have threatened to prosecute claims against the Corporation, it is hereby RESOLVED, that, this Corporation file a voluntary petition in bankruptcy, and it is FURTHER RESOLVED, that a special meeting of the Corporation's shareholders to consider the directors' recommendation that the Corporation file a voluntary petition in bankruptcy, be held at the following time, date and place: Time: > Date: > , 19> . Address: > And it is FURTHER RESOLVED, that the Secretary of this Corporation is hereby instructed and directed to send notice to all the Corporation's shareholders of the special meeting of shareholders. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 60 FRM3000 Regular and Extra Dividends Form 3000 is the basic standard format for the declaration of a dividend. By acknowledging that a surplus is available, the resolution meets the minimum statutory requirements for the declaration of a dividend. Note that Form 3000 is a resolution for a stock dividend; by replacing the words "stock dividend," with the words "cash dividend," this form can be used when the board wishes to pay a cash dividend.~ Form 3000: BOARD OF DIRECTORS' RESOLUTION DECLARING STOCK DIVIDEND~ BOARD OF DIRECTORS' RESOLUTION DECLARING STOCK DIVIDEND Upon a duly made and seconded motion the following resolution was adopted by the unanimous vote of the Board of Directors of > : WHEREAS, the financial statement of this Corporation's Treasurer reports that the Corporation has a surplus of > dollars ($> ) resulting from its business operations for the fiscal year ending on the > day of > , 19> , it is hereby RESOLVED, that a stock dividend be and hereby is declared in the amount of > dollars ($> ) per share of the common stock of this Corporation, and that the same shall be paid on > , 19> , to shareholders of record as of > , 19> , and it is FURTHER RESOLVED, that the Corporation's Treasurer is hereby authorized to transfer > dollars ($> ) from surplus to the capital account. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 61 FRM3010 Regular and Extra Dividends Form 3010 is a resolution stating the board's dividend policy.~ Form 3010: BOARD OF DIRECTORS' RESOLUTION STATING CORPORATION'S DIVIDEND POLICY~ BOARD OF DIRECTORS' RESOLUTION STATING CORPORATION'S DIVIDEND POLICY Upon a duly made and seconded motion, the Board of Directors of > unanimously adopted the following resolution: RESOLVED, that it is this Corporation's dividend policy to pay a dividend of > dollars ($> ) per annum on the common stock of the Corporation, payable in quarterly installments on the first day of > , > , > and > , if (a) the earnings of the Corporation support such payments under the laws of the State of > and (b) the Board of Directors determines that the payment of such dividends is in the best interests of the Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 62 FRM3011 Regular and Extra Dividends Form 3011 can be used to declare a regular dividend in accordance with board policy.~ Form 3011: BOARD OF DIRECTORS' RESOLUTION DECLARING A REGULAR DIVIDEND~ BOARD OF DIRECTORS' RESOLUTION DECLARING A REGULAR DIVIDEND Upon a duly made, seconded and unanimously carried motion, the following resolution was adopted by the Board of Directors of > : WHEREAS, the financial statement submitted to the Board of Directors by the Treasurer of this Corporation reveals that there continues to be a surplus resulting from the Corporation's operations since the last quarterly report submitted by the Treasurer on the > day of > , 19> , and that the surplus now amounts to > dollars ($> ), it is hereby: RESOLVED, that a portion of the aforementioned surplus, in the amount of > dollars ($> ), be set aside for the purpose of paying a dividend on the common stock of this Corporation, and the Treasurer is hereby directed to pay a dividend of > dollars ($> ) per share on all shares of common stock issued and outstanding to those shareholders who were shareholders of record on the > day of > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 63 FRM3012 Regular and Extra Dividends Form 3012 can be used whenever the board finds it necessary to skip a regular dividend.~ Form 3012: BOARD OF DIRECTORS' RESOLUTION SKIPPING A DIVIDEND~ 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 > quarter of 19> , and that the amount so saved is to be retained by the Corporation in its surplus account. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 64 FRM3013 Regular and Extra Dividends Form 3013 can be used whenever the board finds it appropriate to declare an extra dividend in addition to the regular dividend.~ Form 3013: BOARD OF DIRECTORS' RESOLUTION DECLARING AN EXTRA DIVIDEND~ BOARD OF DIRECTORS' RESOLUTION DECLARING AN EXTRA DIVIDEND Upon a duly made, seconded and unanimously carried motion, the following resolution was adopted by the Board of Directors of this Corporation: WHEREAS, the financial statement submitted by the Treasurer of this Corporation to the Board of Directors reveals that the Corporation has a surplus of > dollars ($> ), for the fiscal year ending on the > day of > , 19> , it is hereby RESOLVED, that the regular dividend of > dollars ($> ) per share shall be supplemented by an additional payment of > dollars ($> ) per share so that the total amount of the regular dividend and the extra dividend shall be > dollars ($> ) per share, and the Treasurer is hereby directed to set aside a sufficient portion of the current surplus to satisfy such dividend payment and the Treasurer is further directed to make such dividend payable to all shareholders of record at the close of business on the > day of > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 65 FRM3020 Dividends Paid with Loan Where the financial statement shows a capital surplus but the corporation is short of cash to pay a dividend, Form 3020 may be used to authorize a loan to pay the dividend.~ Form 3020: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING LOAN TO PAY DIVIDEND~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING LOAN TO PAY DIVIDEND Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the financial statement submitted to the Board of Directors of this Corporation reveals that there is a surplus of > dollars > which would be sufficient to support the payment of the regular dividend scheduled to be declared at this time, and WHEREAS, the Corporation's accounts receivable have not been timely paid for the past quarter, and WHEREAS, the Corporation has obtained a short-term loan, it is hereby RESOLVED, that regular quarterly dividends shall be declared and paid out of the proceeds of the short-term loan made by the > Bank to all shareholders of record on the > day of > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 66 FRM3030 Dividends Paid with Loan To create a surplus so that a dividend can be paid, Form 3030 can be used by the board to authorize a reappraisal of assets to allow a transfer of the increased book value of the assets from the property, plant and equipment account to the surplus account.~ Form 3030: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING REAPPRAISAL OF ASSETS~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING REAPPRAISAL OF ASSETS Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Board of Directors of this Corporation has been advised by its accountant that the value of the Corporation's assets, both real and personal, tangible and intangible, are reflected at far less than their true market value on the Corporation's books, and WHEREAS, it is the intent of the Board of Directors to seek debt financing for the Corporation from a lending institution and it is the belief of the Board of Directors that those efforts will be enhanced if the aforementioned assets are carried on the books of the Corporation at a value that reflects their true market value, it is hereby RESOLVED, that the President of this Corporation is hereby directed to retain the services of an independent firm to appraise the value of the Corporation's assets, both real and personal, tangible and intangible. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 67 FRM3031 Dividends Paid with Loan Form 3031 can be used to authorize the transfer and to instruct the accounting firm to adjust the company's financial statements and records accordingly.~ Form 3031: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADJUSTMENT IN SURPLUS AFTER REAPPRAISAL OF ASSETS~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADJUSTMENT IN SURPLUS AFTER REAPPRAISAL OF ASSETS Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, this Board directed the President of this Corporation to retain the services of an independent appraisal firm to appraise the assets, both real and personal, tangible and intangible, of this Corporation, and WHEREAS, the President in fact retained the firm of > to perform the appraisal requested by the Board, and WHEREAS, the firm of > reported that the Corporation's assets as carried on its books have a total value of > dollars ($> ) less than their true market value, it is hereby: RESOLVED, that the values of the Corporation's various assets as shown in the report by the firm of > , dated > , 19> , a copy of which is attached to the minutes of this meeting, shall be accepted as the value of the Corporation's assets and shall be carried on the Corporation's books at the values shown in that report, and it is FURTHER RESOLVED, that the Treasurer of the Corporation is hereby directed to make such changes to the books of the Corporation as are necessary for those books to reflect the true market values of the assets of this Corporation as shown in the report of the firm of > . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 68 FRM3040 Dividends Paid with Loan Form 3040 is comparable to Forms 3030 and 3031, except that it specifically relates to making an adjustment in the company's reserve for depreciation and to converting the excess reserve to surplus, so that dividends may be paid.~ Form 3040: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING CONVERSION OF EXCESS DEPRECIATION TO SURPLUS~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING CONVERSION OF EXCESS DEPRECIATION TO SURPLUS Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, > dollars ($>) have been assigned to the depreciation account on the Corporation's books for the period running from the > day of > , 19> to the > day of > , 19> , and WHEREAS, > dollars ($> ) have been assigned to the reserve for depreciation on the books of the Corporation, and WHEREAS, the value of the real property upon which the above mentioned depreciation and reserve for depreciation charges and credits were made has been determined by the independent appraisal firm of > to be > dollars ($> ), it is hereby RESOLVED, that the Treasurer of this Corporation is hereby directed to transfer on the Corporation's books > dollars ($> ) from the Corporation's reserve for buildings account to the Corporation's surplus account. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 69 FRM3041 Dissenting from Board Action If the board of directors votes to declare and pay a dividend when the corporation was not entitled to pay it, then the directors themselves can be held personally liable for the amount of the improper dividend. If the director did not attend the meeting, then, as soon as he or she becomes aware of that action, the director should send a registered letter to the corporation's secretary demanding that the director's dissent be recorded in the meeting's minutes. Form 3041 provides the format for a dissent.~ Form 3041: DIRECTOR'S DISSENT DECLARATION OF DIVIDEND~ DIRECTOR'S DISSENT DECLARATION OF DIVIDEND Date: > , 19> . To: > , Secretary, > Corporation Subject: Dissent from Board Action Declaring Dividend I hereby notify you of my dissent from the action taken by the Board of Directors of > Corporation at its meeting of > , 19> , at which the Board voted to declare and pay a dividend of > dollars ($> ) per share to all shareholders of record on > , 19> . As the minutes of that meeting should reflect, I did not attend that meeting. It is my opinion that the dividend authorized by the Board at the aforesaid > , 19> , meeting is illegal because there is no surplus to support the payment. I hereby demand that you enter my dissent in the minutes of the meeting of > , 19> , from the Board's action authorizing the aforementioned dividend and that you advise each member of the Board of this demand. Sincerely, Director, > Corporation 70 FRM4000 Salary Form 4000 is a standard board resolution for changing officers' salaries. The minutes of the meeting at which this resolution is adopted should reflect whatever factors and documents the board considered in deciding that the salary granted to each officer is reasonable. It can be used for any officer.~ Form 4000: BOARD OF DIRECTORS' RESOLUTION CHANGING OFFICERS' SALARIES~ BOARD OF DIRECTORS' RESOLUTION CHANGING OFFICERS' SALARIES Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: RESOLVED, that the annual salaries of the officers of this Corporation for the one-year period beginning on the > day of > , 19> and ending on the > day of > , 19> , shall be as follows: President: > dollars ($> ) Vice President: > dollars ($> ) Secretary: > dollars ($> ) Treasurer: > dollars ($> ) And it is FURTHER RESOLVED, that the above-mentioned salaries shall be payable in equal installments every > . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19__ , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL)~ 71 FRM4010 Salary Form 4010 is the board resolution calling for officers to repay any part of their salary that is declared to be unreasonable and nondeductible by the IRS or a court.~ Form 4010: BOARD OF DIRECTORS' RESOLUTION CALLING FOR REPAYMENT OF SALARY DECLARED UNREASONABLE~ 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, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL)~ 72 FRM4011 Salary Form 4011 may be filled out and signed by each officer, and it is the officers' binding commitment to repay the excessive portion of their salary.~ Form 4011: OFFICERS' CONSENT FOR REPAYMENT OF COMPENSATION DECLARED UNREASONABLE~ OFFICERS' CONSENT FOR REPAYMENT OF COMPENSATION DECLARED UNREASONABLE The undersigned, each an officer of the > Corporation, agrees that in the event that any part of my compensation will be disallowed by the Internal Revenue Service of the Department of the Treasury of the United States as unreasonable compensation and an unreasonable deduction in the calculation of this Corporation's federal income tax liability I shall repay to the Corporation within > days after a final disallowance of such deduction by the Internal Revenue Service and the conclusion of any appeals I may choose to make from such a determination. Name Title Signature 73 FRM4020 Salary Form 4020 is a board resolution terminating until further notice the salaries of the corporation's officers.~ Form 4020:BOARD OF DIRECTORS' RESOLUTION TERMINATING OFFICERS' SALARIES~ BOARD OF DIRECTORS' RESOLUTION TERMINATING OFFICERS' SALARIES Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: RESOLVED, notwithstanding any previously adopted resolution to the contrary, effective immediately the following officers of the Corporation shall serve without any compensation whatsoever: > , > , > and > . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 74 FRM4100 Bonuses Form 4100 is a board resolution to grant officers a bonus based on a percentage of the company's net profits.~ Form 4100: BOARD OF DIRECTORS' RESOLUTION SETTING OFFICERS' BONUS BASED ON NET PROFITS~ BOARD OF DIRECTORS' RESOLUTION SETTING OFFICERS' BONUS BASED ON NET PROFITS Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS > , the President of this Corporation, has surpassed the highest expectation of the Board of Directors by obtaining for the Corporation > contracts for the sale of > , said contracts totaling > dollars ($>) in new orders, it is hereby RESOLVED, that > , the President of this Corporation, shall be compensated for his/her outstanding service by payment of a commission of > percent of all contracts procured by him/her, with said commission to be calculated on the following annual basis, starting with the > day of > , 19> : no commission shall be paid for the first > dollars ($ > ) in contract business procured for the Corporation by > ; on all contract business procured by the President above > dollars ($ > ), he/she shall be entitled to a commission of > percent of the dollar value of each such contract. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19 > , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19 > . (SEAL) 75 FRM4110 Bonuses Form 4110 is a resolution granting a bonus of a specific amount to each officer.~ Form 4110: BOARD OF DIRECTORS' RESOLUTION SETTING OFFICERS' BONUS AT A STATED AMOUNT~ BOARD OF DIRECTORS' RESOLUTION SETTING OFFICERS' BONUS AT A STATED AMOUNT Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Board of Directors' Compensation Committee has submitted recommendations with respect to year-end bonuses to be paid to the officers of this Corporation, and WHEREAS, the Corporation's operations have exceeded the expectations of the Board at the beginning of this fiscal year, it is hereby RESOLVED, that the Board of Directors do and hereby does adopt the Compensation Committee's recommendations contained in its report to the Board dated > , 19> , a copy of which is attached to these minutes, and accordingly year-end bonuses shall be paid to the following officers: Officer Amount And it is FURTHER RESOLVED, that the Treasurer is hereby directed to make the above-described bonus payments to the officers listed above on the > day of > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 76 FRM4120 Bonuses Form 4120 is a resolution granting officers a bonus in the form of the company's stock.~ Form 4120: BOARD OF DIRECTORS' RESOLUTION FOR OFFICERS' BONUS TO BE PAID IN STOCK~ BOARD OF DIRECTORS' RESOLUTION FOR OFFICERS' BONUS TO BE PAID IN STOCK Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors has presented the Board with its recommendations regarding the possibility of providing the officers of this Corporation with additional compensation in the form of a stock bonus, it is hereby RESOLVED, that the recommendation of the Compensation Committee in its report dated > , 19> , a copy of which is attached to the minutes of this meeting, be and hereby is adopted, and the Treasurer of this Corporation is hereby directed to issue to the following officers the number of shares of common stock set out after their names: Officer Number of Shares The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 77 FRM4130 Bonuses Form 4130 is a resolution granting an option to purchase shares of the company's stock. This resolution is a one-time affair and should not be confused with Form 6200, which sets up a continuing stock option plan.~ Form 4130: BOARD OF DIRECTORS' RESOLUTION FOR OFFICERS'BONUS TO BE PAID AS A STOCK OPTION~ BOARD OF DIRECTORS' RESOLUTION FOR OFFICERS'BONUS TO BE PAID AS A STOCK OPTION Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors has presented the Board with its recommendations regarding the possibility of providing the President of this Corporation with additional compensation inthe form of a stock option, it is hereby RESOLVED, that the recommendation of the Compensation Committee in its report dated > , 19> , a copy of which is attached to the minutes of this meeting, be and hereby is adopted, and, > , > the President of this Corporation, is hereby advised that in return for the payment of > dollars ($> ) on or before the > day of > , 19> , he/she will receive an option to purchase > shares of the common stock of this Corporation at any time before the > day of > , 19> , in return for the payment of > dollars ($>) per share, and it is FURTHER RESOLVED, that the Corporation's Treasurer is hereby directed to retain in the Corporation's Treasury a sufficient number of shares of the Corporation's common stock to satisfy the above-described option. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 78 FRM4140 Bonuses Form 4140 is a board resolution authorizing payment of an honorarium to an employee in recognition of special services.~ Form 4140: BOARD OF DIRECTORS' RESOLUTION FOR HONORARIUM FOR SPECIAL SERVICE~ BOARD OF DIRECTORS' RESOLUTION FOR HONORARIUM FOR SPECIAL SERVICE Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee appointed by this Board of Directors has presented the Board with its recommendations regarding the performance of > , the > of this Corporation, suggesting that the aforesaid individual be rewarded with an honorarium for extraordinary services unrelated to his/her duties as the > of this Corporation, it is hereby RESOLVED, that the recommendation of the Compensation Committee in its report dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted, and the Treasurer of this Corporation is hereby directed to pay the sum of > dollars ($> ) to the aforementioned > , on or before the > day of > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 79 FRM4150 Bonuses Form 4150 is a resolution granting a holiday bonus to all employees on the basis of a percentage of each employee's salary.~ Form 4150: BOARD OF DIRECTORS' RESOLUTION SETTING HOLIDAY BONUS FOR EMPLOYEES~ BOARD OF DIRECTORS' RESOLUTION SETTING HOLIDAY BONUS FOR EMPLOYEES Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee has presented the Board with its recommendations concerning the possibility of providing the employees of this Corporation with additional compensation in the form of a holiday cash bonus, it is hereby RESOLVED, that the recommendation of the Compensation Committee in its report dated > , 19> , copy of which is attached to the minutes of this meeting, be and hereby is adopted, and the Treasurer is hereby directed to pay a cash holiday bonus to employees of this Corporation on the > day of > , 19> , according to the following formula: 1. Every employee employed for less than > months shall receive a cash bonus equal to his or her ordinary salary for > week(s); 2. Every employee employed for longer than > months and less than > months shall receive a cash bonus equal to his or her ordinary salary for > weeks; 3. Every employee employed for longer than > months shall receive a cash bonus equal to his or her ordinary salary for > weeks. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 80 FRM4160 Fees Directors who are also officers generally receive no special fee for attending board meetings, as such matters are assumed to be covered by their salary and other compensation. Nonsalaried directors, however, may be granted a fee for attending board meetings, in addition to the expense allowance that all directors may be entitled to receive. Form 4160 is a resolution the board may use to set the fee of nonsalaried directors.~ Form 4160: BOARD OF DIRECTORS' RESOLUTION FIXING ATTENDANCE FEES FOR DIRECTORS~ BOARD OF DIRECTORS' RESOLUTION FIXING ATTENDANCE FEES FOR DIRECTORS Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee appointed by this Board of Directors has presented the Board with its recommendations regarding the Board's inquiry concerning the possibility of providing the directors of this Corporation with compensation for their attendance at regular and special meetings of the Board of Directors, it is hereby RESOLVED, that the recommendation of the Compensation Committee in its report dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted, and the Treasurer of this Corporation is hereby directed to pay to each director who attends a regular or special meeting of this Corporation's Board of Directors the sum of > dollars ($> ) per meeting, effective with the next regular or special meeting of the Board of Directors following this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 81 FRM5000 Expense Accounts Form 5000 is a resolution authorizing the president to charge to the company any expenses incidental to carrying on the company's business. If the board wishes to extend this privilege to other officers or employees, it can use Form 5000 and substitute the appropriate names and titles for the president.~ Form 5000: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING PRESIDENT'S EXPENSE ACCOUNT~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING PRESIDENT'S EXPENSE ACCOUNT Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Board of Directors has determined that the duties of the President of this Corporation now require him/her to travel to various locations and to entertain prospective clients on a regular basis, it is hereby RESOLVED, that > , the President of this Corporation, is hereby authorized to open a credit card charge account in the name of this Corporation with the > finance company and to list himself/herself as an authorized user of the credit card issued in connection with the credit card charge account and to charge to that account all expenses the President will incur in the Corporation's behalf related to travel and/or entertainment. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 82 FRM5001 Expense Accounts Form 5001 is a board resolution authorizing the corporation to reimburse the president for expenses incurred in connection with the corporation's business. Again, this form can be easily adapted to provide reimbursement for other officers and employees.~ Form 5001: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING REIMBURSEMENT TO OFFICER~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING REIMBURSEMENT TO OFFICER Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Treasurer of this Corporation, in a memorandum dated > , 19> , a copy of which is attached to the minutes of this meeting, has reported to the Board of Directors that > , the President of the Corporation, has incurred expenses in connection with > , it is hereby RESOLVED, that this Corporation reimburse the President of this Corporation for the expenses incurred by the President and described in the report of the Treasurer dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, and the Treasurer is hereby directed to make such payment to the President forthwith. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19__ , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 83 FRM5010 Expense Accounts Form 5010 is a board resolution authorizing the corporation to purchase a country club membership on behalf of a corporate officer for use in connection with the corporation's business. Note that under current tax laws country club memberships may not be a deductible expense.~ Form 5010: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING PURCHASE OF COUNTRY CLUB MEMBERSHIP~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING PURCHASE OF COUNTRY CLUB MEMBERSHIP Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, this Board of Directors has before it a report from the Corporation's President, dated > , 19> , concerning the benefits that would flow to this Corporation if its President could entertain at a private club potential and existing customers, and WHEREAS, membership in such private clubs is limited to individuals and is not open to businesses, it is hereby RESOLVED, that the recommendation of the President in his or her report dated > , 19> , a copy of which is attached to the minutes of this meeting, be and hereby is adopted, and the President of this Corporation is hereby authorized to apply for membership in the > Club, in his or her own name, and it is FURTHER RESOLVED, that the Treasurer of this Corporation is hereby directed to reimburse the President for any and all expenses he or she has incurred and will incur at the > Club on behalf of this Corporation. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 84 FRM5030 Loans Form 5030 is a board resolution authorizing a loan to a corporate officer or employee.~ Form 5030: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the President of this Corporation has presented the Board witha recommendation that the Board of Directors approve a loan to > , the > of this Corporation, and WHEREAS, the aforementioned > has been a valued officer of this Corporation for the past > , and the Board believes it is in the best interests of the Corporation to assist > in this time of financial difficulties, it is hereby RESOLVED, that the recommendation of the Corporation's President in his/her report dated > , 19> , a copy of which is attached to the minutes of this meeting, be and hereby is adopted, and the Treasurer of this Corporation is hereby directed to lend, on the behalf of the Corporation, > dollars ($> ) to > on the following terms and conditions: The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 85 FRM5031 Loans Form 5031 is a shareholder resolution approving a loan to a corporate officer or employee. ~ Form 5031: SHAREHOLDERS' RESOLUTION APPROVING LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES~ SHAREHOLDERS' RESOLUTION APPROVING LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors has presented the shareholders with its resolution recommending that this Corporation provide > , > of this Corporation, with a loan in the amount of > dollars ($ > ), it is hereby RESOLVED, that the aforesaid resolution of the Board of Directors, dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is approved, and the Treasurer of this Corporation is hereby directed forthwith to make the aforementioned loan to > on the terms and conditions set out in the above-cited resolution of the Board of Directors. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 86 FRM5040 Death Benefit Contract Form 5040 authorizes the corporation to purchase a death benefit contract for an officer. This resolution is tailored to the tax provision allowing corporations to purchase up to $5,000 of such insurance. The premiums are deductible by the corporation and tax-free to the covered individual.~ Form 5040: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING PURCHASE OF DEATH BENEFIT CONTRACT~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING PURCHASE OF DEATH BENEFIT CONTRACT Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee appointed by this Board of Directors has presented the Board with its recommendation that the Board authorizes the creation of a death benefit for employees and officers who have been in the employ of the Corporation for at least > years, it is hereby: RESOLVED, that the recommendation of the Compensation Committee in its report dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted, and the President of this Corporation is hereby directed to advise employees, in writing, that a death benefit in the amount of > dollars ($> ) will be paid to the estate of every employee who (1) is employed by the Corporation at the time of his or her death and (2) at the time of his or her death (a) had been employed by the Corporation for at least the previous > years or (b) had retired and was receiving benefits under the Corporation's retirement program. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 87 FRM6000 Shareholder Resolutions Form 6000 is a general purpose shareholders' resolution that can be used to obtain approval for almost any employee benefit plan.~ Form 6000: SHAREHOLDERS' RESOLUTION ADOPTING EMPLOYEES' WELFARE PLAN~ SHAREHOLDERS' RESOLUTION ADOPTING EMPLOYEES' WELFARE PLAN Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors has approved its Compensation Committee's detailed recommendation, the ``Welfare Plan for Employees,'' that the Corporation establish a welfare plan for its employees, it is hereby RESOLVED, that the ``Welfare Plan for Employees of the > Corporation'' recommended by the Compensation Committee in its report dated > , 19> , a copy of which is attached to the minutes of this meeting, and approved by the Board of Directors at its meeting of > , 19> , the minutes of which are attached to the minutes of this meeting, be and hereby is adopted, and the directors of this Corporation are hereby authorized to take all actions necessary to bring the aforementioned ``Welfare Plan for the Employees of > Corporation'' into being. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 88 FRM6100 Shareholder Resolutions Form 6100 is a shareholders' resolution to set aside a percentage of profits to fund pension and profit-sharing plans.~ Form 6100: SHAREHOLDERS' RESOLUTION FOR APPROVAL OF BENEFIT PLAN~ SHAREHOLDERS' RESOLUTION FOR APPROVAL OF BENEFIT PLAN Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors of this Corporation has adopted a resolution authorizing the establishment of an Employee Pension and Profit- Sharing Plan, and WHEREAS, the resolution of the Board of Directors establishing the aforementioned Pension and Profit-Sharing Plan also contains the Board's conclusions on how that Plan shall be funded, it is hereby RESOLVED, that the Employee Pension and Profit-Sharing Plan approved by the Board of Directors in its resolution dated > , 19> , a copy of which is attached to the minutes of this meeting, be and hereby is adopted; and it is FURTHER RESOLVED, that the funding for the above mentioned Employee Pension and Profit-Sharing Plan approved by the Board in the aforementioned resolution be and hereby is adopted; and it is FURTHER RESOLVED, that the Treasurer of this Corporation is hereby directed to set aside from the Corporation's annual net profits a sum not to exceed > percent of the aforesaid net profits to fund the aforementioned Employee Pension and Profit-Sharing Plan and to do everything else necessary to fund the Employee Pension and Profit-Sharing Plan as required by the aforementioned recommendations of the Compensation Committee that were approved by the aforementioned resolution of the Board of Directors. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 89 FRM6110 Shareholder Resolutions Form 6110 is a shareholders' resolution for the adoption of a profit-sharing plan.~ Form 6110: SHAREHOLDERS' RESOLUTION FOR ADOPTION OF PROFIT-SHARING PLAN~ SHAREHOLDERS' RESOLUTION FOR ADOPTION OF PROFIT-SHARING PLAN Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors of this Corporation has adopted a resolution authorizing the establishment of an Employee Profit-Sharing Plan, it is hereby RESOLVED, that the Employee Profit-Sharing Plan approved by the Board of Directors in its resolution dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 90 FRM6120 Shareholder Resolutions Form 6120 is for adoption of a pension plan.~ Form 6120: SHAREHOLDERS' RESOLUTION FOR ADOPTION OF PENSION PLAN~ SHAREHOLDERS' RESOLUTION FOR ADOPTION OF PENSION PLAN Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors of this Corporation has adopted a resolution authorizing the establishment of an Employee Pension Plan, it is hereby: RESOLVED, that the Employee Pension Plan approved by the Board of Directors in its resolution dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 91 FRM6200 Shareholder Resolutions Form 6200 is a shareholders' resolution to set aside stock for issuance under a stock option plan.~ Form 6200: SHAREHOLDERS' RESOLUTION FOR APPROVAL OF STOCK OPTION PLAN~ SHAREHOLDERS' RESOLUTION FOR APPROVAL OF STOCK OPTION PLAN Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors of this Corporation has adopted a resolution authorizing the establishment of a Stock Option Plan, and WHEREAS, the resolution of the Board of Directors establishing the aforementioned Stock Option Plan also requires the Corporation to have available shares of stock to satisfy the exercise of options under the Plan, it is hereby RESOLVED, that the Stock Option Plan approved by the Board of Directors in its resolution dated > , 19> , a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted; and it is FURTHER RESOLVED, that the Treasurer is hereby authorized to set aside in the Corporation's Treasury, as recommended by the Board of Directors in its aforesaid resolution, > shares of the common stock of this > Corporation for sale to individuals entitled to exercise an option to purchase such shares under the Stock Option Plan. The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 92 FRM6210 Shareholder Resolutions Form 6210 is a board resolution to execute the shareholders' resolution on Form 6200.~ Form 6210: BOARD OF DIRECTORS' RESOLUTION FOR SETTING ASIDE SHARES OF STOCK FOR A STOCK OPTION PLAN~ BOARD OF DIRECTORS' RESOLUTION FOR SETTING ASIDE SHARES OF STOCK FOR A STOCK OPTION PLAN Upon a duly made, seconded and unanimously adopted motion, the directors of this Corporation adopted the following resolution: WHEREAS, the shareholders of this Corporation have adopted a resolution, a copy of which is attached to the minutes of this meeting, authorizing the establishment of a Stock Option Plan; and WHEREAS the resolution of the shareholders establishing the aforementioned Stock Option Plan also requires that the Board of Directors set aside enough shares of the common stock of this Corporation to satisfy the exercise of options under the Plan; it is hereby RESOLVED, that this Corporation shall set aside > shares of its common stock for the sole purpose of satisfying the exercise of options under the Stock Option Plan. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 93 FRM6300 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6300 is a board resolution for medical and dental plans.~ Form 6300: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF EMPLOYEE MEDICAL-DENTAL PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF EMPLOYEE MEDICAL-DENTAL PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Board of Directors' Compensation Committee has made a written recommendation that this Corporation establish a health care program providing both medical and dental benefits, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain desirable employees, it is hereby RESOLVED, that the Employee Health Plan recommended by the Compensation Committee, a copy of which is attached to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 94 FRM6310 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6310 is a board resolution for sick pay under a wage continuation plan.~ Form 6310: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF WAGE CONTINUATION PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF WAGE CONTINUATION PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Board of Directors' Compensation Committee has made a written recommendation that the Corporation establish a Wage Continuation Program under which employees who shall become sick, injured or otherwise incapacitated for medical reasons may continue to receive wages, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the Wage Continuation Plan recommended by the Compensation Committee, a copy of which the Secretary is directed to attach to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation effective for all claims made on or after > , 19> . The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 95 FRM6320 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6320 is a board resolution for a group life insurance plan.~ Form 6320: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF GROUP LIFE INSURANCE PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF GROUP LIFE INSURANCE PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors of this Corporation made a written recommendation that the Corporation establish a group life insurance program for the Corporation's employees, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the Group Life Insurance Plan recommended by the Compensation Committee, a copy of which the Secretary is directed to attach to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation, and it is FURTHER RESOLVED, that the President of this Corporation is hereby directed to take the necessary measures to execute and bring into being the Group Life Insurance Policy recommended by the Compensation Committee and adopted herein by the Board of Directors. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 96 FRM6330 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6330 is a board resolution for a split-dollar life insurance plan.~ Form 6330: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING SPLIT-DOLLAR INSURANCE PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING SPLIT-DOLLAR INSURANCE PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors of this Corporation has made a written recommendation that the Corporation establish a Split-Dollar Insurance Program, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the Split-Dollar Insurance Program recommended by the Executive Committee, a copy of which the Secretary is directed to attach to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation, and it is FURTHER RESOLVED, that the President of this Corporation is hereby directed to do everything necessary to execute an agreement and bring into existence the Split-Dollar Insurance Program, a copy of which is appended to the minutes of this meeting. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 97 FRM6340 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6340 is a board resolution for an educational loan program.~ Form 6340: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING EDUCATIONAL LOAN PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING EDUCATIONAL LOAN PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Board of Directors' Compensation Committee has made a written recommendation that the Corporation establish an educational loan plan under which employees would, if they will so desire, receive financial assistance from the Corporation for the purpose of financing the education of their children, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the "Educational Loan Assistance Plan for the Benefit of the Children of the Employees of > Corporation," recommended by the Compensation Committee, a copy of which is attached to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors, and it is FURTHER RESOLVED, that the President of this Corporation is hereby directed to take all steps necessary to bring the aforesaid Plan into existence. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 98 FRM6350 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6350 is a board resolution for a scholarship aid program.~ Form 6350: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING SCHOLARSHIP AID PROGRAM~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING SCHOLARSHIP AID PROGRAM Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors of this Corporation has made a written recommendation that the Corporation establish an educational assistance program under which the children of employees could receive educational scholarships from this Corporation, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the "Scholarship Aid Plan for the Benefit of the Children of the Employees of > Corporation," recommended by the Compensation Committee, a copy of which is attached to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Directors of this Corporation, and it is FURTHER RESOLVED, that the President of this Corporation is hereby directed to take all steps necessary to bring the aforesaid Plan into existence. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 99 FRM6360 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6360 is a board resolution for a group legal services plan.~ Form 6360: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF GROUP LEGAL SERVICES PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF GROUP LEGAL SERVICES PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors of this Corporation has made a written recommendation that the Corporation establish a Group Legal Services Plan under which employees would, if they will so desire, have access to qualified legal counsel without cost to themselves, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the "Group Legal Assistance Plan for the Benefit of the Employees of > Corporation," recommended by the Compensation Committee, a copy of which the Secretary is directed to attach to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation, and it is FURTHER RESOLVED, that the President of this Corporation is hereby directed to take all steps necessary to bring the aforesaid Plan into existence. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL) 100 FRM6370 Plans Providing Future Benefits Future benefits plans offer employees the benefit of having the company pay directly or through an insurer some of their current expenses. Form 6370 is a board resolution for a personal financial counseling plan.~ Form 6370: BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF FINANCIAL COUNSELING PLAN~ BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ADOPTION OF FINANCIAL COUNSELING PLAN Upon a duly made, seconded and unanimously adopted motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS, the Compensation Committee of the Board of Directors of this Corporation has made a written recommendation that the Corporation establish a plan under which employees could obtain financial counseling services without costs to themselves, and WHEREAS, the Board of Directors concludes that the establishment of such a program would enable the Corporation to attract and retain highly qualified, desirable employees, it is hereby RESOLVED, that the "Financial Counseling Service Plan for the Benefit of the Employees of > Corporation," recommended by the Compensation Committee, a copy of which the Secretary is directed to attach to the minutes of this meeting, be and hereby is approved, adopted and accepted by the Board of Directors of this Corporation, and it is FURTHER RESOLVED, that the Corporation's President is directed to take all steps necessary to bring the aforesaid Plan into existence. The undersigned, > , certifies that I am the duly appointed Secretary of > 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 > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL)