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In order to provide for the payment of expenses of incorporation and organization of the
Corporation, on motion duly made, seconded and unanimously carried, it was:
RESOLVED, that the President and the Secretary and/or Treasurer of this Corporation be
and they are hereby authorized and directed to pay the expenses of this Corporation,
including attorney's fees for incorporation, and to reimburse the persons who have made
disbursements thereof.
After consideration of the pertinent issues with regard to the tax year and accounting basis,
on motion duly made, and seconded and unanimously carried, the following resolution was
adopted:
RESOLVED, that the first fiscal year of the Corporation shall commence on
________________, and end on ________________.
FURTHER RESOLVED, that the President be and is hereby authorized and directed to
enter into employment contracts with certain employees, such contract shall be for the term
and the rate stated in the attached Employment Agreements.
FURTHER RESOLVED, that it shall be the policy of the Corporation to reimburse each
employee or to pay directly on his behalf all expenses incidental to his attendance at
conventions and seminars as may be approved by the President. Reimbursement shall
include full reimbursement for commercial and private transportation expenses, plus other
necessary and ordinary out-of-pocket expenses incidental to the said travel, including meals
and lodging.
A general discussion was then held concerning the immediate commencement of business
operations as a Corporation and it was determined that business operations of the
Corporation would commence as of ________________. It was agreed that no fixed date
would be set for holding meetings of the Board of Directors except the regular meetings to
be held immediately after the annual meetings of shareholders as provided in the Bylaws of
the Corporation but that meetings of the Directors would be periodically called by the
President and Secretary or others as provided by the Bylaws. Upon motion duly made,
seconded and unanimously carried, it was:
RESOLVED, that the officers of the Corporation are hereby authorized to do any and all
things necessary to conduct the business of the Corporation as set forth in the Articles of
Incorporation and Bylaws of the Corporation.
There being no further business requiring Board action or consideration, on motion duly
made, seconded and carried, the meeting was adjourned.
________________
Secretary
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