Minutes of First Directors' Meeting

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MINUTES OF FIRST DIRECTORS' MEETING

The Board of Directors of ___________________________ Corporation held its first meeting on the ________ day of ___________ (month), _____ (year), at ____ __.m., at _____________________

____________________________________________

The following directors, who constitute the entire Board of Directors, were present:

____________________________________________

____________________________________________

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 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 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 is

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 ________ (date), 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

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