consent of action by directors in lieu of organizational meetings

8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings

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CONSENT TO ACTION BY

DIRECTORS IN LIEU OF ORGANIZATIONALMEETING

OF__________

The form of Minutes, Consents, Bylaws, Agreements and other forms and d ocuments enclosed with this order are offered as a sample only ofstandard provisions contained in such forms and docum ents. They do not purport to address the specific requirements of individual transactions

or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who

intend to utilize any such forms and docum ents must seek com petent legal counsel prior to their use or adaptation thereof for his or her particular

requirements.

2005 - 2008 ALL RIGHTS RESERVED


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CONSENT CERTIFICATE OF ACTION BY DIRECTORS IN LIEU OF

ORGANIZATIONAL MEETING OF DIRECTORS OF

__________

A CALIFORNIA CORPORATION

We, the undersigned, being all of the Directors of__________, a California Corporation(the "Corporation") organized under the laws of the State of California, consent to and adopt thefollowing resolutions as the actions of the Directors of the Corporation in lieu of a formal ororganizational meeting.

1. ARTICLES OF INCORPORATION

The Directors have been informed that the original Articles of Incorporation (theAArticles@) had been filed in the Office of the Secretary of State of California on__________, acopy of which is attached as Exhibit A. A certified copy of the Articles has been provided to theSecretary, who is hereby directed to insert the certified copy in the Record Book of theCorporation. After review, we hereby unanimously consent to and adopt the followingresolution:

RESOLVED, that the Secretary be instructed to insert a copy of the Articles of theCorporation, as certified by the Secretary of State, in the Record Book of the Corporation.

2. RESOLUTION OR ACTION OF INCORPORATOR(S)

The Directors received the resolution or action of Incorporators and their resignations. Acopy is attached as Exhibit A-1. The following resolution was moved, seconded, and adopted:

RESOLVED, that the Secretary be instructed to insert the resolution or action ofIncorporators and the resignation of Incorporators in the Record Book of the Corporation.

3. BYLAWS

The Directors have been presented with proposed Bylaws, a copy of which is attached tothis Certificate as Exhibit "B." After inspection and review, we hereby unanimously consent to

and adopt the following resolutions:

RESOLVED, that the Bylaws attached to this Consent Certificate as Exhibit "B" is

adopted as the Bylaws of the Corporation; and

RESOLVED FURTHER, that the Secretary be instructed to certify a copy of the Bylaws

and insert it in the Record Book of the Corporation.


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4. SEAL

The Directors have been presented with a Corporate Seal. After inspection, we hereby

unanimously consent to and adopt the following resolution:

RESOLVED, that the Corporate Seal containing the words "__________, A California

Corporation" together with the date of incorporation as shown by the impression thereof on the

margin of this page, is hereby adopted as the Seal of the Corporation.

5. SHARE CERTIFICATE

The Directors have been presented with a proposed form of Share Certificate to be used

by Corporation for its Shares. The proposed form of Share Certificate is attached to this Consent

Certificate as Exhibit "C" and incorporated in this Consent Certificate by this reference. After

inspection, we hereby unanimously consent to and adopt the following resolutions:

RESOLVED, that the Share Certificate representing Share interests in the Corporation

shall be in substantially the same form as the form of certificate attached to this Consent

Certificate as Exhibit "C."

RESOLVED FURTHER, that each Share Certificate shall be consecutively numbered

beginning with number 1 as they are issued, shall be issued only with signature as provided in

the Bylaws and the Seal affixed thereto;

RESOLVED FURTHER, that each Share Certificate shall state the name of theCorporation, the laws of the state under which the Corporation is organized, the name of person

to whom issued, date of issue of the certificate, and the number of shares represented thereby;

and

RESOLVED FURTHER, that each Share Certificate shall contain a statement of

designations, preferences, qualifications, limitations, restrictions and special or relative rights of

the holder on the face or back of the certificate or in lieu thereof the Corporation shall furnish the

statement as a separate document to the holder upon request without charge; and

RESOLVED FURTHER, that the Secretary be instructed to insert a blank ShareCertificate adopted hereby as a specimen in the Record Book of the Corporation immediately

following these actions.

6. RECORD BOOK OF THE CORPORATION


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The Directors wish to maintain a Record Book of the Corporation for the purpose of

collecting and having all of the important documents of the Corporation readily available.

Accordingly, we hereby unanimously consent to and adopt the following resolution:

RESOLVED, that the Secretary be instructed to obtain and maintain a Record Book of

the Corporation, which shall include the Articles and any amendments thereto, and the Bylawsand any amendments thereto, the minutes of all meetings (or consents in lieu of meetings) of

Directors of the Corporation and all other important Corporate documents.

7. OFFICERS

The Directors wish to elect certain persons as officers of the Corporation. Accordingly,

we hereby unanimously consent to and adopt the following resolution:

RESOLVED, that the following persons are elected officers of Corporation to the

positions set forth opposite their respective names:

OFFICE NAME

President __________

Vice President __________

Secretary __________

Chief Financial Officer /Treasurer __________

The Officers accepted their appointments as evidenced by their signatures on the

Acceptances of Appointments by Officers attached to this Consent Certificate.

8. PRINCIPAL PLACE OF BUSINESS IN STATE OF INCORPORATION

The Directors wish to designate a principal place of business of the Corporation in the

State of California. Accordingly, we hereby unanimously consent to and adopt the followingresolution:

RESOLVED, that the principal place of business in the State of California of the

Corporation is as follows:

__________


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9. AGENT FOR SERVICE OF PROCESS IN STATE OF INCORPORATION

The Directors wish to designate a resident agent in the State of California. Accordingly,

we hereby unanimously consent to and adopt the following resolution:

RESOLVED, that as provided in the Articles we confirm the name and address of the

registered agent of the Corporation within the State of California as follows:

Name: __________

Address: __________

10. PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE

The Directors wish to identify a principal place of business in the State of__________.Accordingly, we hereby unanimously consent to and adopt the following resolution:

RESOLVED, that the address of the principal place of business of the Corporation in the

State of__________shall be as follows:

__________

11. AGENT FOR SERVICE OF PROCESS IN STATE OF__________

The Directors wish to identify name and address of an agent for the service of process in

the State of__________. Accordingly, we hereby unanimously consent to and adopt the

following resolution:

RESOLVED, that the name and address of the agent of the Corporation for the purpose

of service of process in the State of__________, shall be as follows:

Name: __________

Address: __________

12. BANK RESOLUTIONS

The Directors have discussed management of the fiscal affairs of the Corporation and we

have decided to provide for the deposit of the funds of the Corporation and authorize certain


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officers to deal with those funds. Accordingly, we hereby unanimously consent to and adopt the

following resolutions:

RESOLVED, that the__________and the__________of the Corporation, acting

together or separately, are hereby authorized to do the following acts:

a. To designate one or more banks, trust companies, or other similar

institutions as depositories of the funds, including without limitation, cash

and cash equivalents of the Corporation;

b. To open, keep and close general and special bank accounts, including

general deposit accounts, payroll accounts and working fund accounts

with any such depository;

c. To cause to be deposited in such accounts with any such depository, from

time to time, such funds, including without limitations, cash and cashequivalents of the Corporation as such officers deem necessary or

advisable, and to designate or change the designation of the officer or

officers and agent or agents of the Corporation who would be authorized

to make such deposits and to endorse checks, drafts or other instruments

for such deposits;

d. From time to time, to designate or change the designation of the officer or

officers and agent or agents of the Corporation who will be authorized to

sign or countersign checks, drafts or other orders for the payment of

money issued in the name of the Corporation against any funds depositedin any of such accounts, and to revoke any such designation;

e. To authorize the use of facsimile signatures for the signing or

countersigning of checks, drafts or other orders for the payment of money,

and to enter into such agreements as banks and trust companies

customarily require as a condition for permitting the use of facsimile

signatures;

f. To make such general and special rules and regulations with respect to

such accounts as either of them may deem necessary or advisable; and

g. To complete and execute printed blank signature card forms in order to

conveniently exercise the authority granted by this resolution, and any

resolutions printed thereon shall be deemed adopted as a part hereof.


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RESOLVED FURTHER, that all form resolutions required by any such depository as

presented to and considered by such officers prior to the execution of this Consent Certificate are

hereby adopted in such forms utilized by the depository, and the__________of the Corporation

is hereby authorized to certify such resolutions as having been adopted by the Directors and is

directed to attach such forms to this Consent Certificate as Exhibit "D" and insert the forms of

such resolutions in the Record Book of the Corporation along with this Certificate; and

RESOLVED FURTHER, that any such depository to which as copy of these resolutions,

certified by the__________of the Corporation, shall have been delivered shall be entitled to

rely thereon for all purposes until it shall have received written notice of the revocation or

amendment of these resolutions by the Directors of the Corporation.

13. PAYMENT OF EXPENSES OF ORGANIZATION

The Directors desire to reimburse costs incurred for the organization of the Corporation.

Accordingly, we hereby unanimously consent to and adopt the following resolution:

RESOLVED, that each of the Officers of the Corporation is authorized and directed to

cause the Corporation to pay the expenses of its organization and to reimburse the persons

advancing funds to the Corporation.

14. OFFER TO ISSUE SHARES

The Directors desire to offer and issue shares of the Corporation for consideration.

Accordingly, we hereby unanimously consent to and adopt the following resolutions:

RESOLVED, that it is deemed to be in the best interest of the Corporation to issue and

sell shares to the persons for the amounts of consideration set forth below:

NAME SHARES CONSIDERATION

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

__________

15. ISSUANCE OF SHARES

The Directors having received acceptances of their offers of shares desire to issue shares.

Accordingly, we unanimously consent to and adopt the following resolutions:


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RESOLVED, that the Corporation issue the above indicated shares to the persons named

above in exchange for the consideration listed above;

RESOLVED FURTHER, that the officers are hereby authorized and instructed to sell and

issue to the persons named above the shares indicated above upon receipt of the amounts of

consideration indicated; and

RESOLVED FURTHER, that the officers are authorized and directed to take all actions

that may be necessary and proper for the Corporation to issue and sell the shares to the persons

named, in accordance with applicable laws, and that those actions shall include, where

necessary:

a. Doing all acts that may be necessary under the federal securities laws and

the securities laws of any other state, including, if advised by legal counsel

preparing, verifying and filing or causing to be prepared, verified and filed

on behalf of the corporation, with the Securities and ExchangeCommission five copies of a Notice of Sales of Securities (Form D) not

later than fifteen (15) days after the sale and issuance of the shares

described above and at such other times as are required by Rule 503 of

Regulation D in order to establish the applicability of one of the

exemptions provided by Regulation D for such sale and issuance; and

b. Prepare or cause to be prepared, executed and filed, with the California

Commissioner of Corporations, a Notice of Transaction pursuant to

Corporations Code Section 25102(f) and applicable to administrative

rules.OR

b. Prepare or cause to be prepared, verified and filed on behalf of this

corporation, a Notice of Issuance of securities not later than ten (10)

business days after receipt of consideration for the shares of stock,

pursuant to Subdivision (h) of Section 25102 of the California

Corporations Code, notifying the Commissioner of Corporations of the

State of California that it is issuing _____ shares of its capital stock to any

or all of the persons, in the amounts, and in consideration as set forth

above.

c. Doing all acts necessary to expedite these transactions or conform them,

or any of them, to the requirements of any applicable law, ruling, or

regulation.

16. FEDERAL TAX MATTERS


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The Directors desire to authorize certain tax matters. Accordingly, we hereby

unanimously consent to and authorize the following resolutions:

FEDERAL TAX IDENTIFICATION NUMBER

RESOLVED, that the Chief Financial Officer (Treasurer) is hereby authorized and

directed to complete, execute, and file or to have completed, executed and filed the

"APPLICATION FOR EMPLOYER IDENTIFICATION NUMBER", Federal Form SSB4.

ADOPTION OF ACCOUNTING METHOD

RESOLVED FURTHER, that the Chief Financial Officer (Treasurer) is authorized and

directed to maintain the financial records of the Corporation on the basis of the accrual method

of accounting.

ADOPTION OF TAX ACCOUN TING PERIOD

RESOLVED FURTHER, that the Chief Financial Officer (Treasurer) is authorized and

directed to use as the taxable year of the Corporation the tax year ending__________.

QUALIFICATION AS SMALL BUSINESS CORPORATION

WHEREAS, the Corporation is a small business corporation, as defined in Section1244(c)(3) of the Internal Revenue Code of 1986, as amended and Section 18151 of theCalifornia Revenue and Taxation Code; and

WHEREAS, the Corporation intends to sell and issue shares of its common stock to thepersons, in the amounts and for the consideration hereinabove provided; and

WHEREAS, the consideration to be received by the Corporation for such sale andissuance will be only money or other property, other than stock or securities; and

WHEREAS, it is deemed desirable that the sale and issuance of shares of stock of thisCorporation be effectuated in such a manner that qualified Shareholders may receive the benefitsof Section 1244 of the Internal Revenue Code of 1986, as amended, and Section 18151 of theCalifornia Revenue and Taxation Code;

NOW, THEREFORE, BE IT RESOLVED, that the shares issued pursuant to theforegoing resolutions are intended to be "Section 1244 stock" as defined in Section 1244 of theInternal Revenue Code of 1986, as amended, and "Section 18151 stock" as defined in Section18151 of the California Revenue and Taxation Code.


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S CORPORATION ELECTION

WHEREAS, the Corporation is a domestic corporation, not a member of an affiliatedgroup of corporations within the definition of Section 1504(a) of the Internal Revenue Code of1986, as amended (the "Code"), nor an otherwise ineligible corporation, as defined in Sections

1361(b)(2) and (c)(6) of the Code.

WHEREAS, this corporation does not have more than 100 shareholders, all of whom areeither (1) individuals, (2) decedent's estates, (3) bankrupt's estates, or (4) trusts as speciallycalculated and described in Section 1361 of the Code, and none of whom are non-resident aliensor foreign trusts; and

WHEREAS, when shares of the Corporation have been sold and issued pursuant to theforegoing resolutions, the Corporation will have only one class of capital stock which is issuedand outstanding; and

WHEREAS, it is deemed to be in the best interests of the Corporation and itsshareholders that the corporation make an election under Subchapter S of the Internal RevenueCode, and under California Revenue and Tax Code Section 23801 to be taxed hereafter as a SCorporation pursuant to the provisions thereof;

NOW, THEREFORE, BE IT RESOLVED, that any officer of the Corporation be, andhereby is, authorized, directed and empowered on behalf of the Corporation, and in its name, toexecute and file with the Internal Revenue Service and the Franchise Tax Board an appropriateelection on such form, instrument or document, and amendments thereto, as shall constitute anelection by this corporation to be taxed under Subchapter S of the Internal Revenue Code of1986, as amended, and California Revenue and Tax Code Section 23801 and to do or cause to bedone any and all other acts and things as such officer may, in his or her discretion, deemnecessary or appropriate to carry out the purposes of the foregoing resolution, including, withoutlimiting the generality thereof, securing the written consent to such election by each of theshareholders of this corporation.

17. MEDICAL EXPENSE REIMBURSEMENT PLAN

The Chairman stated that the best interests of the Corporation would be served byproviding a Plan for the benefit of eligible employees of the Corporation whereby suchemployees could be relieved of the worry and concern caused by the expenses of injury orillness; that the maintenance of the physical and mental well-being of the employees of theCorporation is in the best interest of the Corporation in that the efficiency of employee servicesto the corporation is thereby maintained at maximum level. After discussion, upon motion dulymade, seconded, and unanimously carried, the following resolutions were adopted:

WHEREAS, the Board of Directors of the Corporation deems it to be in the best interestof the Corporation and its employees to establish a Medical Expense Payment andReimbursement Plan for the benefit of qualified employees of the corporation, pursuant toSection 105(b) of the Internal Revenue Code of 1986, as amended;


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NOW, THEREFORE, BE IT RESOLVED, that the Medical Expense Payment andReimbursement Plan, hereinafter called the "Plan", attached as Exhibit E, under which qualifiedemployees of the Corporation shall be reimbursed for medical expenses incurred by them ortheir dependents, as hereinafter provided, shall be and hereby is adopted, effective__________.

18. OTHER NECESSARY ACTS

The Directors desire to authorize all other acts necessary to complete the organizationalprocess. Accordingly, we hereby unanimously consent to and adopt the following resolution:

RESOLVED, that each of the officers of the Corporation is authorized and directed tomake such filings and applications and to execute and deliver such documents and instrumentsand to do such acts and obtain such licenses, authorizations, and permits as are necessary ordesirable for Corporation to conduct it's business, to fulfill legal requirements applicable to theCorporation or its business, to complete the organization of the Corporation or its qualification to

do business wherever it does or desires to do business, and to take any other action necessary oradvisable to carry out the purposes of this resolution.

This Consent Certificate may be executed by all of the Directors of the Corporation inany number of counterparts, all of which when executed and delivered shall have the force andeffect of an original, and shall be effective as of the date the Articles were/was filed with theSecretary of State.

Directors:

By:_________________________________ __________

By:_________________________________ __________

By:_________________________________ __________

By:_________________________________ __________


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ACCEPTANCES OF APPOINTMENTS

AS OFFICERS OF __________

AS OF __________

AS OFFICERS:

________________________________________________________, President

________________________________________________________, Vice President

________________________________________________________, Secretary

________________________________________________________, Chief Financial Officer/Treasurer

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EXHIBIT REFERENCE

Exhibit "A" Articles ................................................................................................

Exhibit "A-1" Resolution on Action of Incorporators .............................................

Exhibit "B" Bylaws .................................................................................................

Exhibit "C" Form of Share Certificate ....................................................................

Exhibit "D" Form of Bank Resolution ...................................................................

Exhibit "E" Medical Expense Payment and Reimbursement Plan .........................


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EXHIBIT A

ARTICLES


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EXHIBIT A-1

RESOLUTION ON ACTION OF INCORPORATORS


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EXHIBIT B

BYLAWS


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EXHIBIT C

FORM OF SHARE CERTIFICATE


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EXHIBIT D

FORM OF BANK RESOLUTION


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EXHIBIT E

MEDICAL EXPENSE PAYMENT AND REIMBURSEMENT PLAN


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MEDICAL EXPENSE PAYMENT AND REIMBURSEMENT PLAN

1. Employees Eligible for Benefits. Employees qualified to receive eligible benefits under

the Plan are hereby called "Eligible Employees." The term "Eligible Employee" shall

mean an employee who has completed three (3) years of employment with theCorporation prior to the commencement of the Plan year, has attained the age of twenty-

five (25) years prior to the commencement of the Plan year, has a customary work week

with the Corporation of thirty-five (35) hours or more, has customary annual employment

with the Corporation of nine months or more and is not included in a units of employees

covered by an agreement between employee representatives and one or more employers

that the Secretary of the Treasury finds to be a collective bargaining agreement, in which

accident and health benefits were the subject of good faith bargaining between the

employee representatives and the employers.

The term "Eligible Employee" shall not include an employee who is a nonresident alien

and who receives no earned income (within the meaning of Section 911(d)(2)) from the

employer which constitutes income from sources within the United States (within the

meaning of Section 861(a)(3).

Eligibility shall be determined as of the last day of the Plan year.

2. Medical Expenses Eligible for Reimbursement. Subject to the dollar limitation

hereinbelow provided, the medical expense payments or reimbursements for whichqualified employees shall be eligible shall be all medical and dental expenses incurred by

such employees or their dependents, hospital charges, nursing care, drugs and

prescriptions, medical-related transportation expense, health and accident insurance, as

well as other medical or dental care to the extent allowable under and as defined in

Section 213 of the Internal Revenue Code of 1986, as amended, in excess of such

payment or reimbursements as said employees may be entitled to receive form any group

health an accident insurance coverage provided employees of this Corporation by this

Corporation, or any other employer thereof, or any other health and accident or medical

insurance under which such employees may be covered under any medicare or other

federal or state health and accident benefit program. Dependents of an Eligible

Employee shall mean the spouse and children of such employee and those persons

described in Section 152 of the Internal Revenue Code of 1986, as amended, provided

such persons are a member of the employee=s household at the time any such medical or

dental expense is incurred.


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3. Benefits Intended to be Tax Qualified. The benefits paid by this Corporation pursuant

to the Plan are intended as payments in accordance with Sections 105(b) and 106 of the

Internal Revenue Code of 1986, as amended, and Section 17131 of the California

Revenue and Taxation Code, and the President of this Corporation be, and hereby is,directed to inform all employees of the corporation, whether qualified employees or not,

of the herein Plan and of the provisions thereof and further, to inform subsequent

employees thereof upon their commencement of employment by the Corporation; and

4. Applications for Reimbursement. Each Eligible Employee who applies for

reimbursement or payment under the Plan shall submit to the Chief Financial Officer

(Treasurer) of this Corporation at least quarter annually, all medical and dental bills for

which reimbursement or payment is claimed, including premium notices for accident or

health insurance, and verification of the appropriateness thereof for payment orreimbursement under the plan; that failure to comply herewith may, at the discretion of

the Board of Directors of the Corporation, terminate the right to reimbursement or

payment for such employee; and

5. Limits on Annual Reimbursements. Notwithstanding anything contained herein to the

contrary, the corporation shall not pay directly nor reimburse to any Eligible Employee

as and for claimed medical or dental expenses hereunder, an aggregate amount greater

than $____ incurred by such employee in any (fiscal/calendar) year of the corporation.

No difference shall exist in the maximum amounts which can be reimbursed or paid tohighly compensated and non-highly compensated employees.

6. Termination of Plan. The herein Plan shall be subject to termination at any time

hereafter by affirmative vote of the Board of Directors by the Corporation; provided,

however that any such termination shall not affect any right to claim reimbursement for

medical or dental expenses under the provisions of the Plan under which arose prior to

such termination.

7. Administration and Interpretation of Plan. All questions arising in connection with the

administration and interpretation of the Plan shall be determined by the President of the

Corporation, except with respect to payments or reimbursements, hereunder to such

president, in which case such determination shall be made by the Board of Directors of

the corporation.


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consent of action by directors in lieu of organizational meetings

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