A resolution signed by all directors is as valid as if the resolution had been passed at a meeting. A written resolution must be signed by all directors. By signing written resolutions directors forgo their ability to discuss matters. A template for written resolutions in lieu of a meeting is attached below.

CONSENT RESOLUTIONS OF THE DIRECTORS OF
•
(the "Company")

The undersigned, being all the directors of the Company, hereby consent to and adopt in writing the following resolutions as of the _____ day of _______________, 20___.

WHEREAS:

A.

B.

etc.

BE IT RESOLVED THAT:

1.

2.

etc.