Proxy_Revocation.rtf

REVOCATION OF PROXY

[COMPANY NAME]

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The undersigned, as owner of the securities of [NAME OF CORPORATION] described below, hereby revokes any and all proxies and substitutions of proxies, including the proxy executed on [DATE], naming [NAME] as proxy, and further revokes any and all authority heretofore given to any person or persons to attend meetings, vote, consent, or otherwise act on behalf of the undersigned in any manner whatsoever with respect to such securities.

Dated: [DATE]

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[SIGNATURE]

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[PRINTED NAME AS ON STOCK CERTIFICATE]

Securities Information:

Certificate No.: ــــــــــــــــــــــــــــــــــــــــــــ

Number of Shares: ـــــــــــــــــــــــــــــــــــــــــــــــ

Class of Shares: ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ

Proxy_Revocable.rtf

REVOCABLE PROXY

[COMPANY NAME]

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The undersigned, as record holder of the securities of [NAME OF CORPORATION] described below, hereby revokes any previous proxies and appoints [NAME] as the undersigned’s proxy to attend all shareholders’ meetings and to vote, execute consents, and otherwise represent those shares in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent.

1. The proxy holder will have the full power of substitution and revocation.

2. This proxy is made pursuant to an agreement of [DESCRIBE], dated [DATE].

3. This proxy is revocable at any time, and unless revoked, shall terminate on [DATE].

BE IT KNOWN, that the undersigned, being the owner of [NUMBER] shares of voting stock of [CORPORATION NAME], do hereby grant to [NAME], a proxy to vote on behalf of the undersigned [NUMBER] shares of said stock at any future meeting of the stockholders of the Corporation; and said proxy holder is entitled to attend said meetings on my behalf or vote said shares through mail proxy.

During the pendency of this proxy, all rights to vote said shares shall be held by the proxy holder and shall not be voted by the undersigned, provided the undersigned may revoke this proxy at any time.

THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER’S NAME APPEARS ON HIS STOCK CERTIFICATE.  JOINT SHAREHOLDERS MUST EACH SIGN THIS PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE ATTACHED.

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[SIGNATURE]

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[PRINTED NAME AS APPEARS ON STOCK CERTIFICATE]

Securities Information:

Certificate No.: ـــــــــــــــــــــــــــــــــــــــ

Number of Shares: ــــــــــــــــــــــــــــــــــــــــــ

Class of Shares: ــــــــــــــــــــــــــــــــــــــــــــــــ

Proxy_Irrevocable.rtf

IRREVOCABLE PROXY

[COMPANY NAME]

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The undersigned, as record holder of the securities of [NAME OF CORPORATION] described below, hereby revokes any previous proxies and irrevocably appoints [NAME] as the undersigned’s proxy to attend all shareholders’ meetings and to vote, execute consents, and otherwise represent those shares in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent.

The proxy holder will have the full power of substitution and revocation.

This proxy is made pursuant to an agreement of [DESCRIBE], dated [DATE].

This proxy will be irrevocable until [DATE]. This proxy will be revocable, notwithstanding the period of irrevocability specified above, as required under applicable law.

BE IT KNOWN, that for good consideration, the undersigned, being the owner of [NUMBER] shares of voting stock of [CORPORATION NAME], does hereby grant to [NAME], a non-revocable proxy to vote on behalf of the undersigned shares of said stock at any future meeting of the stockholders of the Corporation, and said proxy holder is entitled to attend said meetings on my behalf or vote said shares through mail proxy.

During the pendency of this proxy, the rights to vote said shares shall be exclusively held by the proxy holder and shall not be voted by the undersigned. This proxy shall not be revocable and shall remain in effect until [DATE], [YEAR], when all rights hereunder shall terminate.

The undersigned agrees to annex a legend to said shares stating the existence of this outstanding proxy, as all rights hereunder shall survive any sale or transfer of said shares.

THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER’S NAME APPEARS ON HIS STOCK CERTIFICATE. JOINT SHAREHOLDERS MUST EACH SIGN THIS PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE ATTACHED.

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[SIGNATURE]

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[PRINTED NAME AS APPEARS ON STOCK CERTIFICATE]

Securities Information:

Certificate No.:ـــــــــــــــــــــــــــــــــــــــــــــ

Number of Shares: ـــــــــــــــــــــــــــــــــــــــــــــــــــ

Class of Shares: ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ

Minutes of Meeting of Directors_First.rtf

WAIVER OF NOTICE

FIRST MEETING OF THE BOARD OF DIRECTORS

[COMPANY NAME]

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\WE, THE UNDERSIGNED, being the directors elected by the incorporators of the above named corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of the first meeting of the Board of Directors of said corporation.

We designate the [DAY]th day of [MONTH], [YEAR] at [TIME] as the time and [FULL ADDRESS] as the place of said meeting; the purpose of said meeting being to elect officers, authorize the issue of the capital stock, authorize the purchase of property if necessary for the business of the corporation, and the transaction of such other business as may be necessary or advisable to facilitate and complete the organization of said corporation, and to enable it to carry on its contemplated business.

Dated: [DATE]

__________________________

[NAME 1]

__________________________

[NAME 2]

__________________________

[NAME 3]

MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS

[COMPANY NAME]

1. The first meeting of the Board of Directors was held at [PLACE] on the [DAY]th day of [MONTH], [YEAR] at [TIME].

Present were:

[LIST OF NAMES]

constituting a quorum of the Board.

2. [NAME] acted as Chairman and [NAME] was appointed temporary Secretary of the meeting.

3. The Secretary presented and read a waiver of notice of the meeting, signed by all the directors.

4. The minutes of the organization meeting of incorporators were read and approved.

5. The following persons were nominated to the offices set opposite their respective names, to serve for one year and until their successors are chosen and qualify:

[NAME] - Chairman 

[NAME] - Vice Chairman 

[NAME] - Secretary 

[NAME] - President 

[NAME] - Chief Financial Officer 

6. All the directors present having voted, the Chairman announced that the aforesaid had been unanimously chosen as said officers, respectively.

7. The Chairman thereupon took the chair and the Secretary thereupon entered upon the discharge of his duties.

8. Upon motion, duly made, seconded and carried, it was RESOLVED:

That the stock certificates of this corporation shall be in the form submitted at this meeting.

9. Upon motion, duly made, seconded and carried, it was RESOLVED:

That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this corporation.

10. The Secretary was authorized and directed to procure the proper corporate books.

11. Upon motion, duly made, seconded and carried, it was RESOLVED:

That the officers of this corporation be authorized and directed to open a bank account in the name of the corporation, in accordance with a form of bank resolution attached to the minutes of this meeting.

12. [NAME] reported the following balances in the bank accounts of the corporation at [BANK]:

Savings [ACCOUNT #]: [AMOUNT]

Checking [ACCOUNT #]: [AMOUNT]

13. Upon motion, duly made, seconded and carried, the following preambles and resolutions were unanimously adopted:

WHEREAS, the following offer has been made to the corporation in consideration of the issuance of full paid and non-assessable shares of the corporation:

Price = [AMOUNT] per share

[NUMBER] shares issued to [NAME]

[NUMBER] shares issued to [NAME]

[NUMBER] shares issued to [NAME]

([NAME], [NAME] and [NAME] hereafter known as "Offerors")

WHEREAS, In the judgment of this Board of Directors of this corporation, said offer is good and sufficient consideration for the shares demanded therefore and necessary for the business of this corporation,

Now, therefore, be it RESOLVED:

That the aforesaid offer be and is hereby accepted and that the President and Secretary of this corporation be and they hereby are authorized and directed to execute in the name and on behalf of this corporation, and under its corporate seal, such agreement or agreements as may be necessary in accordance with said offer.

FURTHER RESOLVED:

That the President and Secretary be and they hereby are authorized and directed to issue and deliver in accordance with said offer certificates of full paid and non-assessable shares of this corporation to the said Offerors.

14. Upon motion, duly made, seconded and carried, the following preambles and resolutions were unanimously adopted: 

WHEREAS, the following loans have been offered to the corporation in consideration of the issuance of promissory notes from the corporation:

[LIST]

WHEREAS, in the judgment of this Board of Directors of this corporation, said offer is good and sufficient consideration for the loan offered therefore and necessary for the business of this corporation,

Now, therefore, be it RESOLVED:

That the aforesaid offer be and is hereby accepted and that the proper officers of this corporation be and they hereby are authorized and directed to execute in the name and on behalf of this corporation, and under its corporate seal, such agreements, copies of which are attached hereto, as may be necessary in accordance with said offer.

15. Upon motion, duly made, seconded and carried, it was RESOLVED:

That in compliance with the laws of the State of [STATE/PROVINCE], this corporation have and continuously maintain a registered office within the State of [STATE/PROVINCE] and have an agent at all times in charge thereof, upon which agent process against this corporation may be served, and that the books and records of the corporation shall be available for examination by any stockholder for any proper purpose as provided by law.

16. Upon motion, duly made, seconded and carried, it was RESOLVED:

That the proper officers of the corporation be and they hereby are authorized and directed on behalf of the corporation, and under its corporate seal, to make and file such certificate, report or other instrument as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country, in which said officers shall find it necessary or expedient to file the same to authorize the corporation to transact business in such state, territory, dependency or foreign country.

17. Upon motion, duly made, seconded and carried, it was RESOLVED:

That the Chief Financial Officer be and hereby is authorized to pay all fees and expenses incident to and necessary for the organization of the corporation.

There being no further business, the meeting upon motion adjourned.

Dated: [DATE]

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[SECRETARY NAME], Secretary       [CHAIRMAN NAME], Chairman

Minutes of Meeting of Directors.rtf

MINUTES OF MEETING OF DIRECTORS

[COMPANY NAME]

                                                                                                                                                                  

Minutes of a meeting of the Board of Directors of [COMPANY NAME] duly called and held on [DATE] at [ADDRESS], commencing at [TIME].

Present were:

[LIST OF NAMES]

With the approval of the directors present, [CHAIRMAN NAME] acted as Chairman of the meeting and [SECRETARY NAME] recorded the minutes.

On motions duly made and seconded, it was voted that:

1. The minutes of the last meeting of directors be taken as read.

2. [INSERT RESOLUTION PER NUMBERED PARAGRAPH].

Dissenting to the motion were [DISSENTING NAMES].

There being no further business to transact at this time, it was voted to adjourn the meeting.

Dated [DATE]

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[SECRETARY NAME], Secretary       [CHAIRMAN NAME], Chairman