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1、Board of Directors Consent 董事会决议Here is a form for Board of Directors Consent. The unanimous written consent 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 ce
2、rtification and filing of articles of incorporation, the adoption of bylaws and corporate seal, the establishment of bank accounts and other actions depending on the extent of the boards powers as determined by the companys bylaws and articles of incorporation.ACTION BY UNANIMOUS WRITTEN CONSENT OFB
3、OARD OF DIRECTORSIN LIEU OF ORGANIZATIONAL MEETING OFNAME OF CORPORATIONThe 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
4、the purpose 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 insert in the Minute Book of this corporation a copy of the Articles of Incorporation as fil
5、ed 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
6、, 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 these Bylaws and to insert them as certified in this corporations Minute Book, and to see that a copy, similarl
7、y certified, is kept at this corporations principal office for the transaction of its business.3. CORPORATE SEAL.RESOLVED FURTHER, that a corporate seal consisting of the following words:Name of CorporationIncorporated Date of Incorporation_is adopted as the seal of this corporation.4. FORM OF STOCK
8、 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 use by this corporation.5. BANK ACCOUNT.RESOLVED FURTHER, that the officers of this corporation are, and e
9、ach 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 select in his or her discretion, and that funds from such account(s) may be withdrawn by means of checks or drafts of this corpor
10、ation 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 authori
11、zed to certify such resolutions as having been adopted by this unanimous written consent and is directed to insert 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
12、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
13、of State; andRESOLVED FURTHER, that any change in the agent for service of process (or in his or her address) as stated in the aforementioned statement shall cause the President or Secretary to execute a new statement and send it to the Secretary of State, and in addition, those officers are directe
14、d 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 .8. EMPLOYER IDENTIFICATION AND WITHHOLDING.RESOLVED FURTHER, that the officers of this corpora
15、tion are, and each acting alone is, hereby authorized and directed to take all actions deemed necessary or advisable to secure federal and state employer identification numbers and to comply with all laws regulating payroll reporting, withholding and taxes.9. STOCK ISSUANCE.RESOLVED FURTHER, that this corporation sell and issue its common stock to the persons and for the consideration set forth below; that the consideration for these shares shall be paid in full before their issuance and delivery and that such shares shall be deemed fully paid and nonassess
