WRITING IN LIEU OF MEETING
OF THE SHAREHOLDERS OF
[COMPANY], INC.
The undersigned, being all of the Shareholders of [COMPANY], INC. a Minnesota corporation, acting pursuant to authority contained in Minnesota Statutes, do hereby by this writing in lieu of a meeting of the shareholders adopt the following resolutions, effective ______, 20___.
I.
DIRECTORS
RESOLVED, that the directors of this corporation, who shall serve until the next annual meeting of shareholders or until their successors are elected and qualified, shall be:
[ELECTED DIRECTOR],
[ELECTED DIRECTOR], and
[ELECTED DIRECTOR]
II.
RATIFICATION OF ACTS OF INCORPORATOR
RESOLVED, that the Shareholders of the Corporation hereby ratify the acts of the Incorporator up to and through the date.
The President of the corporation is hereby instructed to file this writing in the corporate minute book.
[SIGNATURE PAGE FOLLOWS]
SHAREHOLDERS:
______
[SHAREHOLDER]
______
[SHAREHOLDER]
______
[SHAREHOLDER]
1
WRITTEN ACTION IN LIEU OF MEETING
BY THE SOLE SHAREHOLDER OF
[COMPANY], INC.
This Written Action of Shareholder in Lieu of Meeting ("Action") for [COMPANY], INC., (the "Company") is adopted by the shareholder signing below, constituting the sole shareholder of the Company, effective retroactively to ______, 20___.
WHEREAS, the shareholder signing below recently purchased all of the shares in the Company from ______;
WHEREAS, ______recently resigned as the sole director of the Company;
WHEREAS, the shareholder signing below believes it to be in the best interest of the Company to appoint ______as the sole Director of the Company retroactively to ______, 20___:
NOW, THEREFORE, be it resolved:
The sole Director of the Company shall be ______retroactively to ______, 20___.
This document shall be filed with the Secretary of the Company and maintained as part of the corporate records for the Company.
IN WITNESS WHEREOF, the shareholder signing below, constituting the sole shareholder of the Company, has adopted this Written Action of Shareholder in Lieu of Meeting effective as of the first date above written.
Date:______
[SHAREHOLDER], Shareholder
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