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Board Of Directors' Resolution Salary Declared Unreasonable

Pursuant to a duly made, seconded, and unanimously carried motion, the Board of Directors of _______________________ (hereinafter referred to as Corporation) adopted the following resolution:

RESOLVED, in the event of the disallowance of any portion of an officer's salary by the Australian Taxation Office as unreasonable in amount, the full amount disallowed by the Australian Taxation Office as unreasonable compensation shall be repaid to the Corporation by such officer or officers.

The undersigned, __________________________, certifies that he or she is the duly appointed Secretary of __________________________ Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on ______________, 20 ___, and that such resolution is now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of __________________ Corporation and have attached the seal of ________________________ Corporation to this resolution.

Date:____________________________ ____________________________________

Secretary

Seal: