ACTION OF INCORPORATOR OF [Company Name]
The undersigned, being the sole Incorporator of [Company Name], a Delaware corporation (the “Company”), hereby adopts the following resolutions pursuant to Section 108(a) of the General Corporation Law of Delaware with respect to the initial organization of the corporation:
1. Adoption of Certificate of Incorporation
RESOLVED: that the Certificate of Incorporation attached hereto as Exhibit A (the “Certificate of Incorporation”), be, and hereby is, adopted as the Certificate of Incorporation for the Corporation and that the Certificate of Incorporation has been filed with the Delaware Secretary of State.
2. Adoption of Bylaws
RESOLVED: That the Bylaws attached hereto as Exhibit B are hereby adopted as the Bylaws of the Company.
RESOLVED FURTHER: That the Secretary of the Company is hereby authorized and directed to execute a certificate of the adoption of the Bylaws and insert it in the Company’s Minute Book and that the officers of the Company are ordered to maintain a copy of such Bylaws in the principal office of the Company for the transaction of its business open for inspection by the stockholders at all reasonable times during office hours.
3. Election of Directors
RESOLVED: That the following individuals are hereby appointed as directors of the Company, to serve as directors until their successors are duly elected and qualified:
[Director #1 Name]
[Director #2 Name]
Add all Directors
4. Resignation of Sole Incorporator
RESOLVED: That the undersigned, being the Sole Incorporator of the Corporation, having taken all actions necessary and appropriate in connection with the incorporation of the Corporation, does hereby tender the undersigned’s resignation as the Sole Incorporator to the Board of Directors as constituted above.
Action of Incorporator shall be filed in the Minute Book of the
Company and shall be effective as of the date first written
[Incorporator Name], Incorporator
Certificate of Incorporation
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