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Resolution: Retain Earnings

WHEREAS, the Corporation has an earned surplus from which dividends can be paid, but that preservation of said surplus is necessary to improve the Corporation's financial condition; be it

RESOLVED, that no dividends be declared for the _______________ ending _______________, and that the accumulated earnings be added to the surplus account of the Corporation.

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