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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 [Date] ending [Date], and that the accumulated earnings be added to the surplus account of the Corporation.
The undersigned hereby certifies that [Name] is the duly elected and qualified Secretary and the custodian of the books and records and seal of [Name], a corporation duly formed pursuant to the laws of the State of [State], and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors, and that said meeting was held in accordance with state law and the Bylaws of the above named Corporation on [Date], 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 on [Date].
A True Record.