Board of Directors Connt 董事会决议
Here is a form for Board of Directors Connt.
The unanimous written connt of the board of directors is a document that allows the board of a company to take actions without an organizational meeting. The resolutions taken by the board of directors consist of the certification and filing of articles of incorporation, the adoption of bylaws and corporate al, the establishment of bank accounts and other actions depending on the extent of the board’s powers as determined by the company’s bylaws and articles of incorporation.
ACTION BY UNANIMOUS WRITTEN CONSENT OF
BOARD OF DIRECTORS
IN LIEU OF ORGANIZATIONAL MEETING OF
[NAME OF CORPORATION]
The undersigned, being all the directors of [Name of Corporation], a ________ corporation, by their signature below or on a counterpart hereof, hereby adopt the following resolutions on behalf of this corporation, pursuant to the _____________, for the purpo of perfecting the organization of this corporation:
1. CERTIFICATION AND FILING OF ARTICLES OF INCORPORATION.
RESOLVED, that the Secretary of this corporation is hereby authorized and instructed to inrt in the Minute Book of this corporation a copy of the Articles of Incorporation as filed in the Office of the _______ Secretary of State and certified by the Secretary of State.
2. ADOPTION OF BYLAWS.
RESOLVED FURTHER, that the Bylaws, which were adopted and approved by the incorporator of this corporation and attached as an exhibit to the Action of Incorporator are hereby ratified, approved, and adopted as the Bylaws of this corporation;
RESOLVED FURTHER, that the Secretary of this corporation, when appointed, is authorized and directed to execute a Certificate of Adoption of the Bylaws and to inrt them as certified in this corporation's Minute Book, and to e that a copy, similarly certified, is kept at this corporation's principal office for the transaction of its business.
3. CORPORATE SEAL.
RESOLVED FURTHER, that a corporate al consisting of the following words:
[Name of Corporation]
Incorporated [Date of Incorporation]
________
is adopted as the al of this corporation.
4. FORM OF STOCK CERTIFICATE.
RESOLVED FURTHER, that the form of certificate for the common stock of this corporation in the form attached hereto as Exhibit B and incorporated herein by reference is adopted for u by this corporation.
5. BANK ACCOUNT.
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized and directed to establish on behalf of this corporation account(s) at a bank or banks (Bank(s) herein) which the officer acting may lect in his or her discretion, and that funds from such account(s) may be withdrawn by means of checks or drafts of this corporation signed by any [one] [two] of the following persons:
. [Describe any dollar limitations or specific banks or accounts authorized, if appropriate.]
RESOLVED FURTHER, that all form resolutions required by such Bank(s) are hereby adopted in the form utilized by Bank(s), and the Secretary is hereby authorized to certify such resolutions as having been adopted by this unanimous written connt and is directed to inrt the form of such resolutions in the Minute Book.
6. STATEMENT BY DOMESTIC STOCK CORPORATION.
RESOLVED FURTHER, that the form entitled Statement by Domestic Stock Corporation, as required to be filed with the _______ Secretary of State by ___________, is hereby approved, and any officer or agent of this corporation, when appointed, is hereby authorized and directed to execute the form and forward it with the appropriate fee in accordance with the time requirements of that Section to the _______ Secretary of State; and
RESOLVED FURTHER, that any change in the agent for rvice of process (or in his or her address) as stated in the aforementioned statement shall cau the President or Secretary to execute a new statement and nd it to the Secretary of State, and in additio
n, tho officers are directed hereby to file a new statement annually in accordance with the provisions of __________.
7. PRINCIPAL EXECUTIVE OFFICE.
RESOLVED FURTHER, that the principal executive office of this corporation shall be located at .
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sp; EMPLOYER IDENTIFICATION AND WITHHOLDING.
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized and directed to take all actions deemed necessary or advisable to cure federal and state employer identification numbers and to comply with all laws regulating payroll reporting, withholding and taxes.
