BOARD RESOLUTION - STANDARD

(Alaska Baseline Form - For Customization by Counsel)

[// GUIDANCE: This template is designed for use either (i) as formal Minutes of a Meeting of the Board of Directors or (ii) as an Unanimous Written Consent of the Board of Directors under applicable provisions of the Alaska Corporations Code (AS 10.06). Delete whichever bracketed alternatives do not apply and conform the document accordingly.]

I. DOCUMENT HEADER

Title:
["Minutes of a Meeting of the Board of Directors"] | ["Unanimous Written Consent of the Board of Directors in Lieu of Meeting"]
of [COMPANY NAME], an Alaska Corporation ("Company")

Date: [MEETING/CONSENT DATE]
Place/Method: [PHYSICAL LOCATION] | [REMOTE VIA ____]
Effective Time: [__ : __ A.M./P.M. (Alaska Time)]

Recitals:
WHEREAS, the Board of Directors (the "Board") of the Company, acting pursuant to (i) applicable provisions of the Alaska Corporations Code (AS 10.06) (the "Corporations Code"), (ii) the Company's Articles of Incorporation (the "Articles") and (iii) its Bylaws (the "Bylaws"), desires to adopt the resolutions set forth herein; and

WHEREAS, the Board has determined that adoption of such resolutions is in the best interests of the Company and its stockholders.

NOW, THEREFORE, BE IT RESOLVED that the Board hereby takes the following actions:

II. DEFINITIONS

For purposes of this Resolution, the following capitalized terms shall have the meanings set forth below and shall apply equally to the singular and plural forms:

1. "Authorized Officer" means any of the Company's Chief Executive Officer, President, Chief Financial Officer, or any Vice President acting singly.
2. "Resolutions" means collectively the operative resolutions adopted under Section III below.
3. "Secretary" means the duly appointed Secretary or, where applicable, Acting Secretary of the Company.

[// GUIDANCE: Add or delete defined terms as required by the subject matter of your Resolutions.]

III. OPERATIVE PROVISIONS

A. QUORUM & PROCEDURAL MATTERS
1. Quorum. The Secretary certified that a quorum, being [QUORUM FRACTION OR NUMBER] of the duly elected directors, was present [in person] | [via remote communication pursuant to applicable state law].
2. Notice Waiver. All directors present waived notice of the meeting. [Written waiver(s) attached hereto as Exhibit A.]

B. SPECIFIC RESOLUTIONS
1. Approval of [SUBJECT MATTER].
RESOLVED, that the Board hereby approves and authorizes [DESCRIBE TRANSACTION, POLICY, AGREEMENT, PLAN, ISSUANCE OF SHARES, etc.] on the terms substantially in the form attached hereto as Exhibit [B];

2. Authorization of Officers.
   RESOLVED FURTHER, that each Authorized Officer is empowered, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments and certificates and to take any and all actions as such Authorized Officer may deem necessary, advisable or appropriate to consummate the foregoing matters;

3. Ratification.
   RESOLVED FURTHER, that any and all actions heretofore taken by any director, officer, employee or agent of the Company in connection with the foregoing Resolutions are hereby ratified, confirmed and approved in all respects;

4. Effective Time.
   RESOLVED FURTHER, that these Resolutions shall be effective as of [EFFECTIVE DATE/TIME] and shall remain in full force and effect until amended or rescinded by further resolution of the Board.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Resolutions and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Alaska without regard to its conflict-of-laws rules.
2. Forum Selection. The state and federal courts located in Alaska shall have exclusive jurisdiction over any proceeding arising out of or relating to these Resolutions.

X. EXECUTION BLOCK

[// GUIDANCE: Choose the appropriate signature format below.]

Option A - Written Consent (Unanimous)

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing Resolutions effective as of the Effective Time set forth above.

Option B - Meeting Minutes

RESPECTFULLY SUBMITTED:

__________________________________
[NAME], Secretary
Date: _____________

Attested to by:

__________________________________
[CHAIRPERSON NAME], Chairperson of the Meeting
Date: _____________