[Name of corporation]
CONSENT OF THE BOARD OF DIRECTORS
The undersigned, constituting the entire membership of the board of directors of [name of corporation], a Michigan corporation, without a meeting and without prior notice and without a vote, adopt the following resolutions and unanimously consent to the corporate action taken or to be taken pursuant to it:
1. Bylaws. The attached bylaws shall be the bylaws of the corporation.
2. Officers. The following persons shall hold the offices set forth opposite their names until further action of the directors:
NameOffice
[Insert names and offices]
3. Stock Certificate and Record. The attached form of stock certificate and record shall be the stock certificate and record of the corporation.
4. Bank Account Resolutions. The attached bank account resolutions are adopted. The secretary is authorized to sign the certificate included on the bank’s form.
5. Fiscal Year. The first fiscal year of the corporation shall terminate on [edit dates if necessary] June 30, [year], and thereafter each fiscal year of the corporation shall commence on July 1 and terminate on June 30 of the following year.
6. Issuance of Stock for Cash. The stock subscription of [name] is accepted. The president and secretary of the corporation are authorized to issue [number] shares of the authorized, unissued common stock of the corporation to [name], on receipt of the amount of cash designated in the stock subscription. The shares shall be issued pursuant to section 1244 of the Internal Revenue Code, with each certificate to bear the legend set forth on the back of the stock certificate attached to these resolutions.
7. Issuance of Stock for Property. The proposal by [name] to transfer certain assets to the corporation and for the corporation to assume certain liabilities, in exchange for stock, is accepted. It is determined that the value of the assets to be transferred, minus the liabilities assumed, is at least $[amount]. The president and secretary of the corporation are authorized to issue [number] shares of the authorized, unissued common stock of the corporation to [name], in exchange for the assets (subject to the liabilities) described in the attached transfer of assets document. The president is authorized to sign the transfer of assets document on behalf of the corporation to assume the liabilities described in it. The shares shall be issued pursuant to section 1244 of the Internal Revenue Code, and the certificate shall bear the legend set forth on the back of the stock certificate attached to these resolutions.
8. Employee Benefits. The president is authorized to investigate the possibility of the corporation’s providing medical insurance, disability insurance, life insurance, and other benefits for its officers and other employees, and to sign on behalf of the corporation the contracts providing the insurance and benefits that the president determines to be in the best interests of the corporation.
9. Lease. The attached lease between the corporation and [name] is approved.
10. Employment Contract. The attached employment contract between the corporation and [name] is approved.
11. Authorization. The president is authorized to sign (when necessary) and deliver the documents referred to in these resolutions and to perform all other acts and obligations contemplated in the documents.
The directors have executed this consent on [date].
/s/______[Typed name], Director
/s/______
[Typed name], Director