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Question 19

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Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial)

Question: Our corporation wants to sign a long-term lease for office equipment. The vendor wants to see minutes from a board of directors meeting authorizing the purchase. Can you point me to a form for this?

Response: I'll do one better Ralph. Here is a form below that you can use for this purpose. All states, to my knowledge, have provisions in the their corporate code that allow the a director to waive the requirement of receiving notice of a special meeting of the board of directors. See 805 ILCS 5/8.25, IL Corporate Code for director waiver of notice. In fact, the meeting can be despenced with and board action itself can be taken via unanimous consent. See 805 ILCS 5/8.45. One caveat: check your corporation's articles or incorporation and bylaws to make sure that informal action of the board of directors by unanimous consent is not prohibited.

This form, to be signed by all directors, waives notice and constitutes action of the board that carries the same force and effect as if the board had conducted a formal meeting therein approving of the motion recited in the document.


ACTION BY BOARD OF DIRECTORS OF OUR CORPORATION, INC.
THROUGH UNANIMOUS CONSENT

A Corporation Formed Under the Laws of the State of Illinois

The undersigned, being all of the directors of Our Corporation, Inc., a corporation formed under the laws of the State of Illinois, do hereby unanimously agree and consent, in lieu of notice and meeting, to take the following action:
Thomas Jones, President is hereby authorized to enter into the attached equipment lease contract with XYZ Leasing, Inc. for the price of $1000 per month together with all the terms and conditions as set forth in said attached agreement.
No further actions were taken on this date.

Dated: June ____, 2006.

______________________________   ______________________________
Thomas Jones: Ralph Smith
Director Director


The above constituting the entire board of directors of the corporation.



Submitted: 6-14-2006; Ralph, IL
Response: 6-14-2006; JJR

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