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Resolution: Retain Attorney

WHEREAS, the Corporation requires the services of an attorney for its general legal affairs; be it

RESOLVED, that the Corporation, for its general legal needs, appoint the law firm of _______________ as its general counsel; such appointment being further upon those terms as set forth in the proposed terms of engagements annexed hereto or upon such generally prevailing rates as are customarily charged by said attorney.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________, a corporation duly formed pursuant to the laws of the state of _______________, and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________, and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this __________ of __________, 20 ___.

A TRUE RECORD.

ATTEST.

Secretary