BOARD OF DIRECTORS' RESOLUTION ADVISING FILING OF BANKRUPTCY AND CALLING SHAREHOLDERS' MEETING

 

A (regular/special) meeting of the directors of ______________________ Corporation was held at the corporation's principal offices at _______________________________ and called to order at ______ am/pm pursuant to notice or waiver of notice; and a quorum being present, the following resolutions were adopted:

 

WHEREAS, the Board of Directors of _____________________________________, hereinafter referred to as "Corporation," has determined that said Corporation is unable to meet its obligations as they become due in the usual course of business and can no longer continue in business profitably, and,

 

WHEREAS, the Board of Directors has been advised by the President of the Corporation that various creditors have threatened to prosecute their claims against said Corporation, it is

 

RESOLVED, that said Corporation file a voluntary petition in bankruptcy, and, it is

 

FURTHER RESOLVED, that a special meeting of the shareholders of said Corporation is hereby called to vote upon the recommendation that the Corporation file a voluntary petition in bankruptcy as presented by the Board of Directors, said meeting to be held at the following time, date and place:

 

Time: ____________________________

Date:  ____________________________

Place: _________________________________________________________, and it is

 

 

 

 

FURTHER RESOLVED, that the Secretary of this Corporation is hereby instructed and directed to send immediate notice to all shareholders of the special meeting of shareholders, which is to be held in accordance with applicable law and the bylaws of this Corporation.

 

I, ________________________, certify that I am the duly appointed Secretary of ___________________________, Inc. and that the above resolution(s) was/were adopted by the directors and that such resolution(s) is/are now in full force and effect.

 

IN WITNESS THEREOF, I certify by my hand and the seal of the Corporation that this is a true and correct copy. 

 

 

__________________________________________

Secretary