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Resolution: Special Shareholders' Meeting

WHEREAS, the Board of Directors has adopted the following resolution:

RESOLVED, that a special meeting of the shareholders of the Corporation shall be held to deliberate said resolution. The special meeting shall be held at the offices of the Corporation, which are located at _______________, in the City of _______________, on _______________, at _______________.m.

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