Board Resolution

Company Letterhead

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BOARD RESOLUTION

**DATE:** {{date}}

**SUBJECT:** Official Record of Board Decision

RESOLUTION NUMBER: {{resolution_number}}

**WHEREAS,** it is deemed necessary and advisable by the Board of Directors of {{company_name}} (hereinafter referred to as “the Company”) to consider and approve certain actions for the ongoing operation and strategic direction of the Company; and

**WHEREAS,** all directors have received proper notice of the meeting at which this resolution was to be considered, or have waived such notice; and

**WHEREAS,** a quorum was present at the said meeting in accordance with the Company’s Articles of Incorporation and Bylaws.

DULY PASSED RESOLUTION

**RESOLVED,** that the Board of Directors hereby approves the **{{purpose_of_resolution}}**.

**FURTHER RESOLVED,** that {{specific_action_details}}.

**FURTHER RESOLVED,** that any director or officer of the Company be, and hereby is, authorized and directed to take all such actions and to execute all such documents and instruments as may be necessary or advisable to carry out the intent of the foregoing resolution.

VOTING

The following Directors were present and voted on this resolution:

- **Directors Voting For:** {{directors_for}}

- **Directors Voting Against:** {{directors_against}}

- **Directors Abstaining:** {{directors_abstaining}}

CERTIFICATION

I, the undersigned, Corporate Secretary of {{company_name}}, do hereby certify that the foregoing is a true and accurate copy of a resolution duly adopted by the Board of Directors of the Company at a meeting held on {{meeting_date}}, and that such resolution is in full force and effect without modification as of the date hereof.

Signature Block

_____________________________

{{secretary_name}}

Corporate Secretary

{{company_name}}

Date: {{signature_date}}