blank是什么意思董事会决议(英文)

2021年1月19日发(作者：professors)
Board
of
Directors
Consent
董事会决议



Here is a form for Board of Directors Consent.



The unanimous written consent of the board of directors is a document that
allows the board of a company to take actions without an organizational
meeting. The resolutions taken by the board of directors consist of the
certification and filing of articles of incorporation, the adoption of bylaws and
corporate seal, the establishment of bank accounts and other actions
depending on the extent of the board’s powers as determined by the
company’s bylaws and articles of incorporation.



ACTION BY UNANIMOUS WRITTEN CONSENT OF

BOARD OF DIRECTORS

IN LIEU OF ORGANIZATIONAL MEETING OF

[NAME OF CORPORATION]



The undersigned, being all the directors of [Name of Corporation], a
________ corporation, by their signature below or on a counterpart hereof,
hereby adopt the following resolutions on behalf of this corporation, pursuant
to the _____________, for the purpose of perfecting the organization of
this corporation:

1.

CERTIFICATION AND FILING OF ARTICLES OF INCORPORATION.

RESOLVED, that the Secretary of this corporation is hereby authorized and
instructed to insert in the Minute Book of this corporation a copy of the
Articles of Incorporation as filed in the Office of the _______ Secretary of
State and certified by the Secretary of State.

2.

ADOPTION OF BYLAWS.

RESOLVED FURTHER, that the Bylaws, which were adopted and approved
by the incorporator of this corporation and attached as an exhibit to the
Action of Incorporator are hereby ratified, approved, and adopted as the
Bylaws of this corporation;

RESOLVED FURTHER, that the Secretary of this corporation, when
appointed, is authorized and directed to execute a Certificate of Adoption of
these Bylaws and to insert them as certified in this corporation's Minute Book,
and to see that a copy, similarly certified, is kept at this corporation's principal
office for the transaction of its business.

3.

CORPORATE SEAL.

RESOLVED FURTHER, that a corporate seal consisting of the following
words:

[Name of Corporation]
Incorporated [Date of Incorporation]
________

is adopted as the seal of this corporation.

4.

FORM OF STOCK CERTIFICATE.

RESOLVED FURTHER, that the form of certificate for the common stock of
this corporation in the form attached hereto as Exhibit B and incorporated
herein by reference is adopted for use by this corporation.

5.

BANK ACCOUNT.

RESOLVED FURTHER, that the officers of this corporation are, and each
acting alone is, hereby authorized and directed to establish on behalf of this
corporation account(s) at a bank or banks (Bank(s) herein) which the officer
acting may select in his or her discretion, and that funds from such account(s)
may be withdrawn by means of checks or drafts of this corporation signed by
any [one] [two] of the following persons:








.

[Describe any dollar limitations or specific
banks or accounts authorized, if appropriate.]

RESOLVED FURTHER, that all form resolutions required by such Bank(s) are
hereby adopted in the form utilized by Bank(s), and the Secretary is hereby
authorized to certify such resolutions as having been adopted by this
unanimous written consent and is directed to insert the form of such
resolutions in the Minute Book.

6.

STATEMENT BY DOMESTIC STOCK CORPORATION.

RESOLVED FURTHER, that the form entitled Statement by Domestic Stock
Corporation, as required to be filed with the _______ Secretary of State by
___________, is hereby approved, and any officer or agent of this
corporation, when appointed, is hereby authorized and directed to execute the
form and forward it with the appropriate fee in accordance with the time
requirements of that Section to the _______ Secretary of State; and

RESOLVED FURTHER, that any change in the agent for service of process (or
in his or her address) as stated in the aforementioned statement shall cause
the President or Secretary to execute a new statement and send it to the
Secretary of State, and in addition, those officers are directed hereby to file a
new statement annually in accordance with the provisions of __________.

7.

PRINCIPAL EXECUTIVE OFFICE.

RESOLVED FURTHER, that the principal executive office of this corporation
shall be located at







.

8.

EMPLOYER IDENTIFICATION AND WITHHOLDING.

RESOLVED FURTHER, that the officers of this corporation are, and each
acting alone is, hereby authorized and directed to take all actions deemed
necessary or advisable to secure federal and state employer identification
numbers and to comply with all laws regulating payroll reporting, withholding
and taxes.

9.

STOCK ISSUANCE.

RESOLVED FURTHER, that this corporation sell and issue its common stock
to the persons and for the consideration set forth below; that the
consideration for these shares shall be paid in full before their issuance and
delivery and that such shares shall be deemed fully paid and nonassessable;
that the Board has determined that the consideration reflected below reflects
fair value for the shares; and that the entire consideration shall be credited to
the appropriate accounts as determined by the accountant for or Chief
Financial Officer of this corporation.

















Number of



Shares


Consideration

Name