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