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Resolution: Special Meeting To Elect Directors

WHEREAS, a board of directors was not elected at the last annual meeting of shareholders, it is therefore

RESOLVED, that a special meeting of the shareholders of _______________ Corporation shall be held on the __________ of __________, 20 ___, at _______________.m., at the offices of the Corporation, _______________, in the City of _______________, State of _______________, for the sole purpose of electing directors 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