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Form #1295

BOARD OF DIRECTORS' RESOLUTION ADVISING APPROVAL OF MERGER

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BOARD OF DIRECTORS' RESOLUTION ADVISING APPROVAL OF MERGER

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BOARD OF DIRECTORS' RESOLUTION

ADVISING APPROVAL OF MERGER

A _________ (regular/special) meeting of the directors of ______________________ Corporation was held at the corporation's principal offices at _______________________________ and called to order at _____ __.m. ppursuant to notice or waiver of notice; and a quorum being present, the following resolutions were adopted:

WHEREAS, in the judgment of the Board of Directors of _______________________, hereinafter referred to as "Corporation," it is deemed advisable to adopt the Articles of Merger set forth below under the terms of which agreement _____________________, hereinafter referred to as "Company," would be merged into Corporation; and it is

HEREBY RESOLVED, that a special meeting of the shareholders of Corporation is hereby scheduled to be held at _________.__m., on _________________, 19____, to take action upon the proposed merger, and it is

FURTHER RESOLVED, that the Secretary of said Corporation is hereby instructed to give notice of this special meeting to the share holders of Corporation in accordance with the Corporation's Articles and bylaws. Included in that notice will be a copy of the Articles of Merger immediately following: Pursuant to the laws of the State of __________________ more particularly, Section _______ of the ________________, the undersigned Corporations adopt the Articles of Merger that follow for the purpose of merging the two (2) Corporations into one (1) Corporation:

I, ________________________, certify that I am the duly appointed Secretary of ___________________________, Inc. and that the above resolution(s) ___ (was/were) adopted by the directors and that such resolution(s) ___(is/are) now in full force and effect.

IN WITNESS THEREOF, I certify by my hand and the seal of the Corporation that this is a true and correct copy.

________________________________ _______________

Secretary Date

________________________________Seal

Page 1 Page 2

Contributed by King and Spelling LLC
Total Forms Contributed	117

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