Corporate Resolution Template

CORPORATE RESOLUTION

Corporation Name: Company Name

State of Incorporation: State

Date: Date

Resolution Number: Number

AUTHORITY FOR RESOLUTION

This Corporate Resolution adopted by:

Board of Directors at meeting held Date Shareholders at meeting held Date Unanimous Written Consent of Directors/Shareholders dated Date Specific Committee at meeting held Date

MEETING INFORMATION (if applicable)

Meeting Type: Regular / Special / Annual

Date: Date

Time: Time

Location: Address / Virtual Platform

Notice: Proper notice given on Date per Bylaws: Yes N/A (Waived)

Quorum Present: Yes No

Required: Number/Percentage Present: Number

PARTICIPANTS

Present/Consenting:

| Name | Title | Status | |------|-------|--------| | Name | Title - Chair/Director/Shareholder | Present/Consent | | Name | Title | Present/Consent | | Name | Title | Present/Consent |

Absent:

• Name, Title

Total Voting Power: Number votes / % of outstanding shares

RESOLUTION

Subject Matter: Brief description of resolution purpose

WHEREAS, First recital clause providing background information;

WHEREAS, Additional whereas clauses providing context, justification, or background;

WHEREAS, the Board/Shareholders deem(s) it advisable and in the best interests of the Corporation to general description of action;

NOW, THEREFORE, BE IT RESOLVED, that:

### Resolution Provisions

1. PRIMARY RESOLUTION:

The Corporation is hereby authorized to specific action being authorized.

2. FURTHER RESOLVED:

Additional specific provisions, conditions, or requirements

3. AUTHORITY TO EXECUTE:

The following officer(s) of the Corporation are authorized and directed to execute and deliver any and all documents and to take any and all actions necessary or appropriate to effectuate the foregoing resolutions:

Authorized Officers:

• Name, Title
• Name, Title

Authority Includes:

• Execution of contracts, agreements, and instruments
• Negotiation of terms within parameters specified
• Engagement of advisors and consultants
• Making representations on behalf of Corporation
• Taking such other actions as deemed necessary

4. RATIFICATION:

All actions previously taken by officers or agents of the Corporation consistent with the intent of these resolutions are hereby ratified, confirmed, and approved.

COMMON RESOLUTION TEMPLATES

### Banking and Financial Resolutions

BANKING RESOLUTION:

RESOLVED, that Bank Name be and hereby is designated as a depository of this Corporation;

FURTHER RESOLVED, that the following persons are authorized signatories:

• Name, Title - Single signature / Co-signature required
• Name, Title - Single signature / Co-signature required

FURTHER RESOLVED, that authorized signatories may:

• Open, maintain, and close accounts
• Deposit funds and endorse checks
• Withdraw funds and execute wire transfers
• Apply for loans and lines of credit
• Execute loan agreements and promissory notes
• Pledge assets as security

Signing Requirements:

• Transactions under \$Amount: Single signature
• Transactions \$Amount and over: Two signatures required

BORROWING RESOLUTION:

RESOLVED, that the Corporation borrow up to \$Amount from Lender;

FURTHER RESOLVED, that the President/CEO is authorized to:

• Execute loan agreements, promissory notes, and security agreements
• Pledge Corporation's specify assets as collateral
• Make representations and warranties
• Comply with all loan covenants and conditions

Terms Authorized:

• Amount: Up to \$Amount
• Interest Rate: Not to exceed Rate%
• Term: Duration
• Purpose: Purpose of loan

### Corporate Transactions

CONTRACT APPROVAL:

RESOLVED, that the Corporation enter into Type of Contract with Counterparty in substantially the form presented to the Board/Shareholders;

FURTHER RESOLVED, that the President/CEO is authorized to execute said contract and related documents, with such changes as he/she/they may approve, such approval to be conclusively evidenced by execution thereof.

Contract Terms:

• Counterparty: Name
• Purpose: Description
• Value: Approximately \$Amount
• Term: Duration

REAL ESTATE TRANSACTION:

RESOLVED, that the Corporation purchase/sell/lease the real property located at Address (the "Property");

PURCHASE/SALE TERMS:

• Purchase Price: \$Amount
• Financing: Cash / Mortgage of \$Amount
• Closing Date: On or before Date

FURTHER RESOLVED, that the President/CEO is authorized to:

• Execute purchase agreement, deed, mortgage documents
• Make or receive earnest money deposits
• Conduct due diligence
• Execute closing documents
• Pay closing costs

### Equity and Governance

STOCK ISSUANCE:

RESOLVED, that the Corporation issue and sell Number shares of Common/Preferred Stock to Purchaser Name for a purchase price of \$Amount per share, for total consideration of \$Amount;

FURTHER RESOLVED, that upon receipt of payment in full, the Secretary shall issue stock certificate(s) and update the stock ledger accordingly.

Terms:

• Number of Shares: Number
• Class: Common/Preferred/Series
• Price per Share: \$Amount
• Total Consideration: \$Amount
• Payment: Cash/Property/Services

APPOINTMENT OF OFFICERS:

RESOLVED, that the following individuals are appointed to the offices indicated:

| Name | Position | Annual Compensation | |------|----------|-------------------| | Name | President/CEO | \$Amount | | Name | Vice President | \$Amount | | Name | Secretary | \$Amount | | Name | Treasurer/CFO | \$Amount |

FURTHER RESOLVED, that each officer shall serve at the pleasure of the Board and shall have such powers and duties as set forth in the Bylaws and as determined by the Board.

DIVIDEND DECLARATION:

RESOLVED, that a dividend of \$Amount per share be and hereby is declared on the Corporation's Class of Stock;

Payment Terms:

• Payment Date: Date
• Record Date: Date
• Total Distribution: Approximately \$Amount
• Payable to: Shareholders of record as of Record Date

### Corporate Governance

BYLAW AMENDMENT:

RESOLVED, that Article Number, Section Number of the Corporation's Bylaws be amended to read as follows:

"Full text of amended provision"

FURTHER RESOLVED, that the amended Bylaws be filed in the corporate records.

APPROVAL OF AUDIT:

RESOLVED, that Accounting Firm Name be appointed as the Corporation's independent auditor for fiscal year Year;

FURTHER RESOLVED, that the Audit Committee/Board is authorized to approve the auditor's fees and terms of engagement.

ANNUAL MEETING APPROVAL:

RESOLVED, that the Annual Meeting of Shareholders be held on Date at Time at Location;

AGENDA:

• Election of directors
• Approval of financial statements
• Other business

VOTING RESULTS

Votes Cast:

• For: Number votes / %
• Against: Number votes / %
• Abstain: Number votes / %

Vote Required: Majority / % / Unanimous

Result: PASSED FAILED

CONFLICTS OF INTEREST

Disclosures:

None declared

The following individual(s) disclosed potential conflicts and recused from discussion and/or voting:

| Name | Nature of Conflict | Action Taken | |------|-------------------|--------------| | Name | Description | Recused from vote |

EFFECTIVE DATE

This Resolution is effective:

Immediately upon adoption On Specific Date Upon occurrence of Condition When filed with Government Agency

CERTIFICATION

I, Secretary Name, Secretary / Assistant Secretary of Company Name, hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of the Corporation;

2. The foregoing is a true, accurate, and complete copy of resolutions duly adopted by the Board of Directors / Shareholders / Committee of the Corporation;

3. The resolutions were adopted: At a meeting on Date at which a quorum was present and voting By unanimous written consent dated Date At a Board/Shareholder/Committee meeting with proper notice

4. The resolutions are in conformity with the Articles of Incorporation and Bylaws of the Corporation;

5. The resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date of this certification.

IN WITNESS WHEREOF, I have executed this certificate and affixed the corporate seal of the Corporation this Day day of Month, Year.

CORPORATE SEAL

SECRETARY'S SIGNATURE:

_______________________

Secretary Name Secretary / Assistant Secretary

Date: _______________________

ACKNOWLEDGED:

_______________________

Chairperson/President Name Title

Date: _______________________

ATTACHMENTS:

Meeting Minutes Written Consent Form Contract/Agreement referenced in resolution Financial statements or reports Legal opinion Other supporting documents

FILING INFORMATION:

Filed in Corporate Records: Date

Filed By: Name

Record Book: Location/Volume/Page

Copies Distributed To:

• All Directors
• Affected officers
• Bank/Third parties requiring certified copy
• Corporate minute book