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Resolutions Of The Board

Chapter 21 B. Forms and Documents

RESOLUTIONS OF THE BOARD OF DIRECTORS

[Resolutions of the Board of Directors of (Name) Corporation]

Resolved, that (Name) Corporation (the "Company") is hereby authorized to issue up to ____________ shares of the Company's authorized but unissued common stock, par value $------ (collectively, the "Shares") to be offered to the public, and sold to _________________ (the "Underwriter") as managing underwriter; and

Resolved, that the Company is authorized to prepare and cause to be filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to the offering and sale of the Shares to be sold by the Company; and

Resolved, that the Company is authorized to prepare and cause to be filed with the Commission such amendments to the Registration Statement as may be appropriate to cause the Registration Statement to become effective as promptly as practicable; and

Resolved, that any of the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President of the Company is hereby authorized to sign the Registration Statement and all amendments thereto on behalf of the Company; and

Resolved, that ____________ and ______________ are each hereby designated as the Company's agents for service in connection with the Registration Statement; and

Resolved, that the Company is hereby authorized to enter in to an underwriting agreement (the "Underwriting Agreement") between the Company and the Underwriter, as representative of the underwriters named in the Underwriting Agreement, relating to the sale of the Shares [(including _____ shares of common stock subject to a (--) day Underwriters' over- allotment option)] for a price to be determined by the [name of officer(s) or committee of Board], which Underwriting Agreement shall contain such terms and provisions as the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President of the Company shall approve, which approval will be conclusively evidenced by execution of the Underwriting Agreement; and Resolved, that each of the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President of the Company, individually, is hereby authorized to execute the Underwriting Agreement on behalf of the Company, and that each of those officers, and each of the other officers of the Company, is hereby authorized to execute on behalf of the Company such other agreements, certificates and other documents and to perform on behalf of the Company any and all such other acts as he or she may deem necessary or appropriate in connection with the sale of the Shares; and

Resolved, that it is desirable and in the best interests of the Company that its securities be qualified or registered for sale in various states; that the President or an Vice President and the Secretary or an Assistant Secretary hereby are authorized to determine the states in which appropriate action shall be taken to qualify or register for sale all or such part of the Shares said officers may deem advisable; that said officers are hereby authorized to perform on behalf of the Company any and all such acts as they deem necessary or advisable in order to comply with the applicable laws of any such states, and in connection therewith to execute and file all requisite papers and documents, including without limitation applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and the execution by such officers of any such papers or documents or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authorit therefor from the Company and the approval and ratification by the Company of the papers and documents so executed and the action so taken; and

Resolved, that the Board of Directors hereby adopts, and ratifies the prior use of, certificates in the form currently in use as the certificates representing the Shares, and directs that copies of those certificates shall be filed with the minutes of this Meeting; and

Resolved, that the Company shall list on the _____________ Stock Exchange the Shares which it will sell to the Underwriters; and

Resolved, that each of the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President of the Company, individually, is hereby authorized to execute and deliver to the __________________ Stock Exchange such listing applications, listing agreements, amendments to the foregoing, indemnity agreements relating to the use of facsimile signatures, undertakings and other documents as may be required by the ________________ Stock Exchange in connection with the listing of the Shares to be sold by the Company, all in such form as these officers approve, which approval will be conclusively evidenced by the execution of the documents; and

Resolved, that each of the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President of the Company, individually, is hereby authorized to execute and deliver such documents and instruments and to perform such acts as they may deem desirable to carry out the intent of the foregoing resolutions.