[ON-GOING BUSINESS ISSUES]

RESOLVED, that [NAME] is hereby designated as the registered agent of the corporation. The registered office of the corporation be established and maintained at [ADDRESS].

RESOLVED, that the officers of the corporation are hereby authorized to take any and all action necessary to comply with the requirements of the Internal Revenue Service for making an election pursuant to Subchapter S of the Internal Revenue Code, § 1362.

RESOLVED, that for the purpose of authorizing the corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for this corporation to transact business, the proper officers of this corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the corporation to transact business therein.

RESOLVED, that the action of the officers of the corporation in leasing from ABC Corporation a xyz copier, model 1000 at a total cost of approximately [$AMOUNT] is hereby ratified.

RESOLVED, that this corporation is authorized to borrow from [NAME] Bank an amount not to exceed the principal amount of [$AMOUNT], to be secured by a security assignment of the inventory and equipment of the corporation on such terms as the president of this corporation may determine, and the president of this corporation is authorized to execute, from time to time, on behalf of this corporation, such agreements and evidences of indebtedness as may be necessary or convenient in connection with such borrowing.

RESOLVED, that the corporation shall enter into the contract with [NAME] for the purchase of a 10 acre parcel of property at [ADDRESS]. The corporation shall also execute a note or contract, secured by such parcel of property, in the approximate sum of [$AMOUNT], bearing interest at the annual rate of 9.0%, with periodic payments and a balloon payment due on [DATE]. The corporation's officers are hereby authorized to execute this contract to purchase the property, the note, and other documents related to this transaction on behalf of the corporation.

RESOLVED, that this corporation enter into a lease of office space at [ADDRESS] in accordance with the terms of the proposed lease considered and reviewed at this meeting and that the officers of this corporation are authorized to execute and deliver such lease on behalf of the corporation.

RESOLVED, that the execution by the president of the corporation of the office space lease at [ADDRESS], is hereby ratified by the board of directors of this corporation with the same effect as if such execution were authorized by the board of directors in advance.

RESOLVED, that the corporation shall enter into a settlement and release with [NAME] and that the president of the corporation is hereby authorized and instructed to sign the Settlement Agreement and Release on behalf of the corporation. Any actions already undertaken by the corporation consistent with this resolution are hereby ratified. The secretary is directed to attach to the minutes of this meeting a copy of such settlement and release.

RESOLVED, that the corporation apply for the assumed business name "[ASSUMED NAME]" for use in [PLACE]. The president is hereby authorized and directed to execute and file the appropriate forms to enable the corporation to use this name.

RESOLVED, that the corporation caused to be formed a wholly owned subsidiary corporation, in the name of "[NAME], Inc.," and that the corporation subscribed for all of the shares of that corporation's stock in exchange for the contribution of the following capital contribution: [DESCRIBE CAPITAL]. The president is hereby authorized to execute all necessary documents to accomplish this goal and, once the corporation's subscription for stock is accepted by the subsidiary, to transfer the promised consideration for such shares. The president is hereby authorized to vote the shares of stock to be issued to this corporation by [NAME], Inc. consistent with the goals and objectives set forth in the Agreements to be entered into by the corporation this date.

RESOLVED, that the actions of the corporation in accepting approximately [$AMOUNT] in loans from [NAME] is hereby ratified. The president is hereby authorized to execute demand promissory notes, subordinated to trade creditors of the corporation, to such lender bearing interest at the rate of [NUMBER] percent ([NUMBER]%) per annum.

[DISTRIBUTIONS]

RESOLVED, that there is hereby declared out of the assets of the corporation a cash dividend of [$AMOUNT] per share of common stock, payable on [DATE #2] to shareholders of record at the close of business on [DATE #1]. The treasurer is authorized and directed to pay the dividend on [DATE #2].

RESOLVED, that there is hereby declared out of authorized but unissued shares of the corporation a share dividend of one share of common stock for every [NUMBER] shares of common stock now held, payable on [DATE #2], to shareholders of record at the close of business on [DATE #1]. The secretary and treasurer are authorized and directed to prepare, record, and deliver share certificates on [DATE #2].

RESOLVED, that in view of the current operating results of the corporation and the needs of the corporation for working capital and contemplated capital expenditures, no dividend shall be declared or paid with respect to the stock of the corporation for the fiscal year ended [DATE].

[EMPLOYMENT & COMPENSATION MATTERS]

RESOLVED, that the following persons are hereby appointed as offices of the corporation to serve until the appointment of their successors:

Name Position

RESOLVED, that effective [DATE], the annual salaries of the officers of the corporation shall be increased as follows:

Title Monthly Compensation

RESOLVED, that the recommendation of the executive committee regarding increasing the monthly salary of the president to [AMOUNT] is approved and adopted.

RESOLVED, that, in view of the significant contribution that [NAME] has made to the growth and profitability of this corporation during the current fiscal year, and in view of the fact that [NAME] has not been adequately compensated for such contribution with his/her regular salary, [NAME] shall be paid a cash bonus in the amount of [$AMOUNT], and the treasurer of this corporation is directed to make payment of such bonus forthwith.

RESOLVED, that the resignation of [NAME] as an officer and director of the corporation be accepted effective immediately.

RESOLVED, that the treasurer will give the corporation a bond in the sum of [$AMOUNT] for the faithful performance of his/her duties from a surety company acceptable to the corporation.

RESOLVED, that [NAME] is hereby removed as president of the corporation effective immediately and that he/she is no longer authorized to act on behalf of the corporation.

RESOLVED, that the resignation of [NAME] as president of the corporation is accepted effective immediately and that he/she is no longer authorized to act on behalf of the corporation.

[EMPLOYEE BENEFIT MATTERS]

RESOLVED, that this corporation purchase key person life insurance covering the life of the [OFFICER'S NAME] of this corporation; that the treasurer is authorized and directed to apply to [INSURANCE COMPANY'S NAME] for such a policy of life insurance in the amount of [$AMOUNT], with this corporation to be named as the sole beneficiary; and that the treasurer is directed to pay the premiums on such policy as they become due out of the funds of the corporation.

RESOLVED, that the [YEAR] Key Employees' Incentive Stock Option Plan, a copy of which shall be placed in the corporate book following these minutes, be adopted following shareholder approval of such Plan. Such approval shall be sought from the shareholders at the [YEAR] annual meeting of shareholders.

RESOLVED, that this corporation contribute [$AMOUNT] to the [CORPORATION'S NAME] pension plan, and [$AMOUNT] to the [CORPORATION'S NAME] profit-sharing plan, such contributions to be made for the fiscal year of the corporation ending [DATE] and to be paid on or before the time for filing the corporate income tax return for the fiscal year of the corporation ending [DATE] including extensions.

RESOLVED, that the corporation hereby establishes a medical expense reimbursement plan for its employees in the form attached hereto as Exhibit A; and

FURTHER RESOLVED, that the medical expense reimbursement plan shall be effective as of [DATE].

RESOLVED, that the corporation establish a Simplified Employee Pension Plan under § 408(k) of the Internal Revenue Code of 1986, as amended, for the benefit of the corporation's employees, effective [DATE]. Such plan shall be known as the [CORPORATION'S NAME] SEPP. The officers of the corporation are authorized and directed to execute and deliver all agreements, certificate, and other documents, and to do any other acts, as may be necessary or advisable to give effect to this resolution.

[SHAREHOLDER ISSUES]

RESOLVED, that the bylaws of this corporation are hereby amended by changing the date of the annual meeting of this corporation set forth in Article [NUMBER], Section [NUMBER], of the bylaws, from the [DAY] of [MONTH] of each year to the [DAY] of [MONTH] of each year, with such amendment to be effective beginning with the annual meeting to be held in [YEAR].

RESOLVED, that a meeting of the shareholders of this corporation be held immediately following this meeting for purposes of voting on the proposed Restated Articles of Incorporation and the proposed Restated Bylaws. The board of directors hereby recommends shareholder approval of the proposed Restated Articles of Incorporation and proposed Restated Bylaws.

RESOLVED, that the board of directors hereby recommends that the shareholders adopt the proposed Restated Articles of Incorporation and Restated Bylaws for the corporation. Copies of the proposed Restated Articles of Incorporation and proposed Restated Bylaws and a consent resolution adopting them shall be circulated among the shareholders for their consent.

RESOLVED, that effective upon filing of the Restated Articles of Incorporation with the [STATE] Secretary of State, that each share of common stock then outstanding shall split and become one thousand shares of common stock.

RESOLVED, that immediately following the filing of the Restated Articles of Incorporation with the [STATE] Secretary of State, each of the shares of this corporation's common stock then issued and outstanding shall immediately thereupon be split at the rate of [NUMBER] new shares for each one old share of said issued and outstanding common stock. The president and secretary are hereby authorized to execute certificates representing the new number of shares immediately upon surrender of the old certificate by its holder.

RESOLVED, that a special shareholder meeting of the corporation be called to be held on Wednesday, [DATE] at [TIME] at the [PLACE], located at [ADDRESS] for the purposes of increasing the size of the board of directors and electing the members of the board of directors. The president was instructed to send out notices for this meeting to the shareholders.

RESOLVED, that the demand of [SHAREHOLDER'S NAME] that the corporation file a law suit against [NAME] to seek damages arising out of [DESCRIBE] is hereby rejected.

[BOARD COMMITTEES]

RESOLVED, that [NAME #1], [NAME #2], and [NAME #3] shall constitute the executive committee of the board of directors of the corporation to serve until the next annual meeting of the board of directors, and that, when a meeting of the board of directors is not in session, this executive committee shall have and exercise all powers of the board of directors in the management of the business of the corporation, except the power to authorize distributions (except to reacquire shares within limits prescribed by the board of directors); to approve or propose to shareholders actions requiring shareholder approval; to fill vacancies on the board of directors or any of its committees; to amend the articles of incorporation; to adopt, amend, or repeal bylaws; to approve a plan of merger; to authorize or approve the reacquisition of shares by the corporation (except within limits prescribed by the board of directors); or to authorize or approve the issuance, sale, or contract of sale of shares or to determine the relative rights, preferences, or limitations of a class or series of shares (except with the authorization of the board of directors and within limits prescribed by the board of directors).

[ISSUANCE OF NEW SHARES]

RESOLVED, that the written subscriptions presented by the chair be accepted according to the terms thereof and that immediate payment thereof is called for. Upon payment, the president and secretary are directed to issue to each subscriber certificates for the number of shares for which the subscriber has subscribed and paid, in such denominations as the subscriber shall designate to the officers. Such shares shall be fully paid and non-assessable. The written subscription agreements shall be appended to these minutes.

RESOLVED, that it is desirable and in the best interest of this corporation that up to [NUMBER] shares of the corporation's common stock be offered for sale at a price of $[PRICE] per share to certain sophisticated and/or accredited investors of the corporation and to the corporation's existing shareholders and that the sale of these securities be qualified or registered for sale in [STATE], that the president and the secretary are hereby authorized to take appropriate action to qualify or register for sale all or part of such securities of this corporation in such state, that said officers are hereby authorized to perform on behalf of this corporation any and all acts as they may deem necessary or advisable in order to comply with the applicable state securities law and the federal securities laws, and in connection therewith to execute and file all requisite papers and documents, including but not limited to, Form D, applications to register securities, reports, irrevocable consents and appointments of attorneys for service of process, and the execution by such officers of any such paper or document or the doing by them of any act in connection with the foregoing matters shall conclusive establish their authority therefore from this corporation and the approval and ratification of this corporation of the papers and documents so executed and the action so taken.

RESOLVED, the officers of this corporation are hereby authorized to file such documents as are necessary to license [NAME] as a agent/salesperson qualified to sell the corporation's securities in the State of [STATE].

RESOLVED, that the corporation hereby authorizes the law firm of [LAW FIRM NAME] to execute such papers deemed reasonably necessary by either the officers of the corporation or by these attorneys in connection with the sale of such securities.

RESOLVED, that any actions already undertaken by such officers and/or attorneys consistent with the above resolutions are hereby ratified.