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Form #1404CONSENT OF DIRECTORS OF P.A. TO ADOPT RESOLUTIONS
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CONSENT OF DIRECTORS OF P.A. TO ADOPT RESOLUTIONS
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CONSENT OF
DIRECTORS
OF
______________________________
P.A.
The undersigned, being the sole
director of ______________________________ P.A., does hereby adopt the
following resolutions by signing his written consent thereto:
RESOLVED, that the Bylaws attached
hereto as Exhibit A be and hereby are, adopted as the Bylaws of the corporation
and the Secretary of the Corporation is directed to insert a copy of said
Bylaws in the corporate minutes book.
RESOLVED FURTHER, that the following
persons be, and they hereby are, appointed as officers of the corporation to
serve as such until their successors shall have been duly elected and
qualified: __________________________________________________
__________________________________________________________________
President,
_______________________________
Treasurer, _______________________________
Secretary,
_______________________________
RESOLVED FURTHER, that
_____________________________ be, and hereby is, appointed as an Assistant
Secretary of the corporation to serve in a ministerial capacity only, whose
authority shall be limited to attestation of the signatures of officers of the
corporation, certification of minutes and resolutions, and such other or
similar duties as shall be necessary because the action or signature of a
second corporate officer is required by law or banking practice.
RESOLVED FURTHER, that the following
plan to offer small business stock on behalf of the Corporation is hereby
adopted and ratified, to wit:
(a) Â Â Â Â Â Â Â Â Â Â Â Â Â ) That the officers
of the corporation are hereby authorized to offer common shares of the
corporation for sale at such time and in such amounts as they shall determine,
and to accept in payment thereof, cash, labor done, or other property other
than stock or securities to such persons and upon such other terms and
conditions as they may deem to be in the best interests of the corporation; and
   Â
(b) Â Â Â Â Â Â Â Â Â Â Â Â Â That the aggregate
number of shares to be offered, sold and issued under this Plan shall not
exceed ____________________, and the aggregate amount of money and other
property received as consideration therefor shall not exceed ______________
Dollars; and
(c)Â That this Plan shall continue in
effect until the next annual meeting of the
      corporation unless sooner
terminated by action of the Board of Directors.
RESOLVED FURTHER, that for full
consideration paid, the Directors are authorized to issue the following shares
to the following persons:
________________________________________Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
_______________
shares
________________________________________Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
   _______________
shares
________________________________________Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
_______________ shares
________________________________________Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
_______________
shares
________________________________________Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
 _______________ shares
The proper officers of the
Corporation are directed to issue share certificates in accordance with the
foregoing resolutions in such denominations as the shareholders may direct.
RESOLVED FURTHER that
_______________________________________
be and it hereby is designated as a depository of the Corporation and that the
resolutions prescribed and furnished by the Bank for opening said account,
attached hereto as Exhibit B, be and they are hereby adopted and made a part
hereof as if fully set forth herein.
RESOLVED FURTHER, that it is
anticipated that the corporation will need additional funds from time to time
and that such funds can be borrowed under promissory notes issued by the
corporation;
NOW THEREFORE, BE IT RESOLVED, that
the officers of the corporation be, and they hereby are, authorized to borrow
money on behalf of the corporation from time to time and to issue its
promissory notes therefor repayable in not more than ten years with interest at
such rates, and upon such other terms and conditions, as the officers may deem
necessary and appropriate.
RESOLVED FURTHER, that the
Corporation elects to be taxed for federal income tax purposes in accordance
with the provisions of Subchapter S of the Internal Revenue Code of 1986 and
its amendments and revisions; and the officers of the Corporation are
authorized and directed to take all steps necessary and proper to effectuate
this resolution, including obtaining the requisite consents from shareholders
and executing and filing appropriate forms on behalf of the corporation within
the time limits specified by law.
RESOLVED FURTHER, that the acts and
contracts of the incorporators, shareholders and original directors are hereby
adopted, ratified and approved.
This action shall be effective
______________________, (year)______.
_____________________________________
Director
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Submissions to this site, including any legal or business forms, posts, responses
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not be construed as legal advice. You are strongly encouraged to consult competent
legal council before engaging in any action based upon content contained on this
site.
These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
site to another site offering free legal or other document forms for download.
Please note that the donator may have included different usage terms regarding this
form, and you agree to abide by these terms. It is highly recommended that you have
a licensed attorney review any legal documents for which you are searching in order
to make sure that your needs are being properly and completely satisfied.
Your use of this site constitutes your acceptance of our terms of use and your agreement
to hold this site, its officers, employees and any contributors to this site harmless
for any damage you might incur from your use of any submissions contained on this
site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
is not engaged in recommending or referring members on the site or making claims
about the competence, character or qualifications of its participating members.
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Keywords: CONSENT OF DIRECTORS, P.A., ADOPT RESOLUTIONS
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