[name of the company]
RESOLUTION BY THE INITIAL BOARD OF DIRECTORS
We, the undersigned, being the Initials Director of [name of the company], a [state] Corporation
(“Corporation”), acting by written consent without a meeting pursuant to section 108 of
Delaware Corporation Law, do hereby consent to the adoption of the following resolutions:
RESOLVED that the Corporation is authorized to issue one class of stock designated as
"Common Stock". The total number of shares of Common Stock the Corporation has authority
to issue is [.] shares at a par value of $[.] per share.
RESOLVED that we, being the only shareholders and incorporators, be allotted a total of [.]
shares of the Common Stock, which is the entire authorized issued share capital of the
Corporation.
Initial Shareholder No. of Shares % of Shareholding Investment
Issued as of held as of Effective Amount (In USD
Effective Date Date $)
TOTAL ISSUED AND 100%
SUBSCRIBED
SHARES
RESOLVED that each of the following persons be appointed as Officers of the Corporation, to
hold such office until his or her successor shall have been duly elected or qualified, or until his or
her earlier death, resignation or removal:
1. [name of the officer]- President & Treasurer
2. [name of the officer]- Vice President
3. [name of the officer]- Secretary
IN WITNESS WHEREOF, I have duly executed this organizational action as of ______ day of
____________, 20___.