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2023年4月19日发(作者:英语培训机构推荐)..
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 Incorpo苏轼的词作名篇 ration as filed in the Office of the _______ Secretary of
State and certified by the Secret肃然起敬的意思 ary of State.
2. ADOPTION OF BYLAWS.

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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 国庆节祝福语 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.
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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 se关于梦想的名言警句 rvice of process (or
in his or her address) as stated in the aforementioned statement shall cause
the President or Secretary to exec九层之台 起于累土 ute 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 唐诗三百首儿童注音版 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 氓翻译全文白话文翻译 Officer of this corporation.
Number of
Shares Consideration Name

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RESOLVED FURTHER, that the officers of this corporation are, and each
acting alone is, hereby authorized and directed to issue to each shareholder of
this corporation from time to time one or more share certificates of this
corporation representing such shares of stock.
10. SECURITIES LAWS COMPLIANCE.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this
corporation\'s common stock shall be exempt from qualification under the
_________ and any other applicable state securities laws, and each officer of
this corporation is authorized and directed to take all steps necessary or
desirable to comply with the applicable legal requirements, including causing
any required notice to be prepared, executed, and timely filed with the
appropriate regulatory agency.
RESOLVED FURTHER, that it is contemplated that the offer and sale of this
corporation\'s common stock shall be exempt from the registration
requirements of the federal Securities Act of 1933, as amended, pursuant to
Section 4(2), Section 3(a)(11), or Regulation D of that Act, as may be
applicable, and that each officer o钟子期和伯牙的故事 f this corporation acting alone is hereby
authorized and directed to take all steps necessary or desirable to qualify
under an applicable exemption, including the filing of any Form D with the
Securities and Exchange Commission.
11. ELECTION OF OFFICERS.

RESOLVED, that the following persons are elected to the office(s) indicated
next to their names to serve until their successor(s) shall be duly elected or
appointed, unless he or she resigns, is removed from office or is otherwise
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disqualified from serving as an officer of this corporation, to take their
respective office(s) immediately upon such election:
Office Name

President and Chief Executive Officer
______________________________
Vice President
______________________________
Secretary ______________________________
Chief Financial Office r
______________________________
[Other desired officers]
______________________________

12. ACCOUNTING AND FISCAL YEAR.

RESOLVED FURTHER, that, until changed by this Board or by the
shareholder, the first accounting year of this corporation shall commence on
its date of incorporation and shall end on the following date: [Date of end of
fiscal year].
RESOLVED FURTHER, that each subsequent fiscal year of this corporation
shall end on [e.g., December 31].
13. EXPENSES OF INCORPORATION.

RESOLVED FURTHER, that the Chief Financial Officer is authorized and
directed to pay the expenses of the incorporation and organization of this
corporation, and to reimburse the persons advancing funds to this corporation
for this purpose.
[14. S CORPORATION ELECTION.
WHEREAS, it is in the best interest of this corporation and its shareholders to
elect to be treated as an S Corporation, pursuant to the Internal Revenue Code
of 1986;
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NOW, THEREFORE, BE IT RESOLVED that the officers of this corporation
are, and each acting alone is, authorized and directed to execute all documents
and to take such action as they may deem necessary or advisable in order to
elect for S Corporation treatment, including but not limited to the submission
of necessary corporation election documents to the Internal Revenue.]
[15] [16]. OMNIBUS RESOLUTIONS.
RESOLV论语十则的意思 ED FURTHER, that the officers of this corporation are, and each
acting alone is, hereby authorized to do and perform any and all such acts,
including execution of any and all documents and certificates, as said officers
shall deem necessary or advisable, to carry out the purposes of the foregoing
resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the
date of the foregoing resolutions adopted hereby that 带春字的古诗 are within the authority
conferred thereby are hereby ratified, confirmed and approved as the acts and
deeds of this corporation.
* * * *

This Unanimous Written Consent may be executed in one or more
counterparts, each of which shall be an original and all of which together shall
be one and the same instrument. This written consent shall be filed in the
Minute Book of this corporation and become a part of the records of this
corporation.


[Typed or Printed Name of Director]



[Typed or Printed Name of Director]


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[Typed or Printed Name of Director]

[Add signature lines as appropriate.]
Dated as of

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