Arizona Board Resolution Pack - Comprehensive

ARIZONA BOARD RESOLUTION PACK

Comprehensive Corporate Resolution Templates

Prepared Under the Arizona Business Corporation Act (A.R.S. Title 10, Chapters 1-17)

PART I: GENERAL RESOLUTION FORMAT

RESOLUTION OF THE BOARD OF DIRECTORS

OF [________________________________]

AN ARIZONA CORPORATION

Resolution Number: [________________________________]

Date of Adoption: [__/__/____]

Meeting Type:
☐ Regular Meeting of the Board of Directors
☐ Special Meeting of the Board of Directors
☐ Unanimous Written Consent in Lieu of Meeting

PREAMBLE

The undersigned, being all of the directors of [________________________________], an Arizona corporation (the "Corporation"), acting pursuant to the Arizona Business Corporation Act (A.R.S. Title 10, Chapters 1-17), the Corporation's Articles of Incorporation, and its Bylaws, hereby adopt the following resolution(s):

RECITALS

WHEREAS, the Board of Directors (the "Board") of the Corporation is authorized under A.R.S. § 10-801 to manage the business and affairs of the Corporation;

WHEREAS, the Board desires to take certain actions in the best interests of the Corporation and its shareholders;

WHEREAS, the Board has determined that the actions set forth herein are advisable and in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

RESOLUTION

RESOLVED, that [________________________________];

RESOLVED FURTHER, that any officer of the Corporation is hereby authorized and directed to execute and deliver any and all documents, instruments, agreements, certificates, and filings, and to take any and all actions, as such officer may deem necessary or appropriate to effectuate the purposes and intent of the foregoing resolution(s);

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Corporation in connection with the matters described in the foregoing resolution(s) are hereby ratified, confirmed, approved, and adopted in all respects.

GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the State of Arizona, including the Arizona Business Corporation Act (A.R.S. Title 10).

PART II: SPECIFIC RESOLUTION TYPES

RESOLUTION A: OPENING OR MODIFICATION OF BANK ACCOUNTS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING BANKING ARRANGEMENTS

Date: [__/__/____]

WHEREAS, the Corporation requires banking services to conduct its business operations;

WHEREAS, the Board has determined it is in the best interests of the Corporation to establish and maintain banking relationships;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Designation of Financial Institution

RESOLVED, that the Corporation is hereby authorized to open and maintain one or more accounts (including checking, savings, money market, and other deposit accounts) with the following financial institution(s):

Section 2: Authorized Signatories

RESOLVED FURTHER, that the following individuals are hereby designated as authorized signatories on the Corporation's bank accounts, with authority to sign checks, drafts, orders for payment, and other withdrawal instruments:

Section 3: Signing Authority Limits

RESOLVED FURTHER, that the following signing authority limits shall apply:

Section 4: Online Banking and Electronic Transfers

RESOLVED FURTHER, that the authorized signatories are hereby empowered to:
☐ Establish online banking access for the Corporation
☐ Initiate wire transfers and ACH transactions
☐ Set up automatic payments and recurring transfers
☐ Access account information electronically
☐ Establish merchant services and payment processing

Section 5: Account Closure and Modification

RESOLVED FURTHER, that any two (2) authorized signatories, acting jointly, are authorized to close any account or modify account terms as necessary;

Section 6: Banking Resolutions and Certifications

RESOLVED FURTHER, that the Secretary of the Corporation is authorized to execute any banking resolutions, signature cards, or certifications required by the financial institution(s) to establish and maintain the account(s).

RESOLUTION B: ELECTION AND APPOINTMENT OF OFFICERS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING ELECTION OF OFFICERS

Date: [__/__/____]

WHEREAS, pursuant to A.R.S. § 10-840, a corporation shall have the officers described in its bylaws or appointed by the Board of Directors in accordance with the bylaws;

WHEREAS, the Board desires to elect and appoint officers to serve the Corporation;

WHEREAS, the Board has considered the qualifications, experience, and fitness of the individuals named herein to serve as officers;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Election of Officers

RESOLVED, that the following individuals are hereby elected to serve as officers of the Corporation, to hold office until their successors are duly elected and qualified, or until their earlier death, resignation, or removal:

President/Chief Executive Officer:
Name: [________________________________]
Address: [________________________________]
Effective Date: [__/__/____]
Term: ☐ Until successor elected ☐ One (1) year ☐ Other: [________________________________]

Vice President:
Name: [________________________________]
Address: [________________________________]
Effective Date: [__/__/____]
Term: ☐ Until successor elected ☐ One (1) year ☐ Other: [________________________________]

Secretary:
Name: [________________________________]
Address: [________________________________]
Effective Date: [__/__/____]
Term: ☐ Until successor elected ☐ One (1) year ☐ Other: [________________________________]

Treasurer/Chief Financial Officer:
Name: [________________________________]
Address: [________________________________]
Effective Date: [__/__/____]
Term: ☐ Until successor elected ☐ One (1) year ☐ Other: [________________________________]

Additional Officers:
| Title | Name | Effective Date |
|-------|------|----------------|
| [________________________________] | [________________________________] | [__/__/____] |
| [________________________________] | [________________________________] | [__/__/____] |

Section 2: Officer Duties

RESOLVED FURTHER, that each officer shall have the duties, responsibilities, and authority set forth in the Corporation's Bylaws, and such additional duties as may be assigned by the Board from time to time;

Section 3: Compensation

RESOLVED FURTHER, that the compensation of officers shall be as follows:

Section 4: Removal of Prior Officers

RESOLVED FURTHER, that the following individuals are hereby removed from their positions as officers of the Corporation, effective [__/__/____]:

Section 5: Indemnification

RESOLVED FURTHER, that each officer shall be entitled to indemnification to the fullest extent permitted under A.R.S. § 10-851 through § 10-858 and the Corporation's Articles of Incorporation and Bylaws.

RESOLUTION C: AUTHORIZATION OF MAJOR CONTRACTS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING CONTRACT AUTHORIZATION

Date: [__/__/____]

WHEREAS, the Corporation desires to enter into certain agreements in furtherance of its business purposes;

WHEREAS, the Board has reviewed the proposed agreement(s) and determined that entering into such agreement(s) is in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Contract Approval

RESOLVED, that the Corporation is hereby authorized to enter into the following agreement(s):

Contract Type:
☐ Service Agreement
☐ Supply/Purchase Agreement
☐ License Agreement
☐ Lease Agreement
☐ Employment Agreement
☐ Consulting Agreement
☐ Joint Venture Agreement
☐ Partnership Agreement
☐ Acquisition Agreement
☐ Other: [________________________________]

Counterparty: [________________________________]

Description of Agreement: [________________________________]

Principal Terms:

• Contract Value: $[________________________________]
• Term: [________________________________]
• Payment Terms: [________________________________]
• Key Obligations: [________________________________]

Effective Date: [__/__/____]

Section 2: Negotiation Authority

RESOLVED FURTHER, that [________________________________], the [________________________________] of the Corporation, is hereby authorized to negotiate the final terms of the agreement, provided that any material changes from the terms presented to the Board shall require additional Board approval;

Section 3: Execution Authority

RESOLVED FURTHER, that [________________________________], the [________________________________] of the Corporation, is hereby authorized to execute and deliver the agreement on behalf of the Corporation, together with any exhibits, schedules, amendments, or ancillary documents reasonably required;

Section 4: Performance Authority

RESOLVED FURTHER, that the appropriate officers of the Corporation are hereby authorized to perform all obligations of the Corporation under the agreement and to take all actions necessary to effectuate the purposes thereof;

Section 5: Spending Authority

RESOLVED FURTHER, that the Corporation is authorized to expend up to $[________________________________] in connection with the performance of its obligations under the agreement, without further Board approval.

RESOLUTION D: ISSUANCE OF STOCK/EQUITY

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING ISSUANCE OF SHARES

Date: [__/__/____]

WHEREAS, the Corporation's Articles of Incorporation authorize the issuance of [________________________________] shares of capital stock;

WHEREAS, pursuant to A.R.S. § 10-621, the Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation;

WHEREAS, pursuant to A.R.S. § 10-621, before the Corporation issues shares, the Board must determine that the consideration received or to be received for shares to be issued is adequate;

WHEREAS, the Board has determined that the issuance of shares as set forth herein is advisable and in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Authorization of Share Issuance

RESOLVED, that the Corporation is hereby authorized to issue shares of its capital stock as follows:

Section 2: Determination of Adequate Consideration

RESOLVED FURTHER, that the Board hereby determines, pursuant to A.R.S. § 10-621, that the consideration to be received for the shares to be issued is adequate, and that such determination is conclusive insofar as the adequacy of consideration relates to whether the shares are validly issued, fully paid, and nonassessable;

Section 3: Type of Consideration

RESOLVED FURTHER, that the shares shall be issued in exchange for the following consideration:
☐ Cash in the amount of $[________________________________]
☐ Services performed, described as: [________________________________]
☐ Tangible property, described as: [________________________________]
☐ Intangible property, described as: [________________________________]
☐ Other securities of the Corporation: [________________________________]
☐ Cancellation of indebtedness in the amount of $[________________________________]

Section 4: Subscription Agreements

RESOLVED FURTHER, that the officers of the Corporation are authorized to prepare and execute stock subscription agreements with the following subscribers:

Section 5: Stock Certificates

RESOLVED FURTHER, that upon receipt of the consideration specified above, the appropriate officers are authorized to:
☐ Issue stock certificates representing the shares
☐ Issue shares without certificates pursuant to A.R.S. § 10-626, with written notice of share ownership to be provided to shareholders

Section 6: Legend Requirements

RESOLVED FURTHER, that each certificate (or notice of uncertificated shares) shall bear the following legend, if applicable:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE LAWS."

Section 7: Securities Law Compliance

RESOLVED FURTHER, that the officers are directed to take all actions necessary to comply with applicable federal and Arizona securities laws, including but not limited to filing any required notices with the Arizona Corporation Commission and the U.S. Securities and Exchange Commission.

RESOLUTION E: LOANS AND CREDIT FACILITIES

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING BORROWING AND CREDIT FACILITIES

Date: [__/__/____]

WHEREAS, the Corporation requires financing to support its business operations and/or capital expenditures;

WHEREAS, the Board has determined that obtaining credit facilities is in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Authorization of Borrowing

RESOLVED, that the Corporation is hereby authorized to borrow funds and obtain credit facilities as follows:

Lender: [________________________________]

Facility Type:
☐ Term Loan
☐ Revolving Line of Credit
☐ Equipment Financing
☐ Commercial Mortgage
☐ SBA Loan
☐ Construction Loan
☐ Bridge Loan
☐ Other: [________________________________]

Principal Amount: $[________________________________]

Interest Rate: [________________________________]% per annum ☐ Fixed ☐ Variable (Index: [________________________________])

Term: [________________________________] months/years

Repayment Terms: [________________________________]

Section 2: Security and Collateral

RESOLVED FURTHER, that to secure the loan, the Corporation is authorized to grant security interests, liens, or mortgages on the following assets:

☐ All assets of the Corporation (blanket lien)
☐ Accounts receivable
☐ Inventory
☐ Equipment (describe): [________________________________]
☐ Real property located at: [________________________________]
☐ Intellectual property
☐ Other: [________________________________]

Section 3: Guarantees

RESOLVED FURTHER, that the following individuals are authorized to provide personal guarantees for the Corporation's obligations, if required by the lender:

Section 4: Loan Documents

RESOLVED FURTHER, that [________________________________], the [________________________________] of the Corporation, is hereby authorized to negotiate, execute, and deliver on behalf of the Corporation the following documents:
☐ Promissory Note
☐ Loan Agreement
☐ Security Agreement
☐ UCC Financing Statements
☐ Mortgage/Deed of Trust
☐ Guaranty Agreement
☐ Subordination Agreement
☐ Other: [________________________________]

Section 5: Compliance with Loan Covenants

RESOLVED FURTHER, that the officers of the Corporation are authorized and directed to take all actions necessary to comply with the covenants and conditions of the loan documents, including the delivery of financial statements and other required reporting;

Section 6: Existing Debt

RESOLVED FURTHER, with respect to existing indebtedness:
☐ This borrowing shall be in addition to existing debt
☐ Proceeds shall be used to refinance existing debt to: [________________________________]
☐ Existing credit facilities shall be terminated upon closing

RESOLUTION F: REAL ESTATE TRANSACTIONS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING REAL PROPERTY TRANSACTIONS

Date: [__/__/____]

WHEREAS, the Corporation desires to engage in certain real property transactions in furtherance of its business purposes;

WHEREAS, the Board has determined that the transaction(s) described herein are in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Type of Transaction

RESOLVED, that the Corporation is hereby authorized to engage in the following real property transaction:

☐ Purchase of Real Property
☐ Sale of Real Property
☐ Lease of Real Property (as Tenant)
☐ Lease of Real Property (as Landlord)
☐ Refinancing of Real Property
☐ Construction/Development
☐ Easement Grant or Acquisition
☐ Other: [________________________________]

Section 2: Property Description

Property Address: [________________________________]

Legal Description: [________________________________]

Property Type:
☐ Office Building
☐ Retail Space
☐ Industrial/Warehouse
☐ Land (Undeveloped)
☐ Mixed Use
☐ Residential
☐ Other: [________________________________]

Approximate Square Footage: [________________________________]

Parcel/Tax ID Number: [________________________________]

Section 3: Transaction Terms

FOR PURCHASE:

• Purchase Price: $[________________________________]
• Earnest Money Deposit: $[________________________________]
• Financing: ☐ Cash ☐ Financed (Amount: $[________________________________])
• Closing Date: [__/__/____]
• Contingencies: [________________________________]

FOR SALE:

• Sale Price: $[________________________________]
• Minimum Acceptable Price: $[________________________________]
• Broker Commission: [________________________________]%
• Target Closing Date: [__/__/____]

FOR LEASE (as Tenant):

• Monthly Rent: $[________________________________]
• Lease Term: [________________________________] months/years
• Security Deposit: $[________________________________]
• Commencement Date: [__/__/____]
• Renewal Options: [________________________________]

FOR LEASE (as Landlord):

• Tenant: [________________________________]
• Monthly Rent: $[________________________________]
• Lease Term: [________________________________] months/years
• Permitted Use: [________________________________]

Section 4: Due Diligence

RESOLVED FURTHER, that the officers are authorized to conduct such due diligence as they deem appropriate, including:
☐ Title examination and insurance
☐ Environmental assessment (Phase I/Phase II)
☐ Property inspection
☐ Survey
☐ Zoning verification
☐ Appraisal

Section 5: Execution Authority

RESOLVED FURTHER, that [________________________________], the [________________________________] of the Corporation, is hereby authorized to execute and deliver on behalf of the Corporation:
☐ Purchase Agreement/Contract for Sale
☐ Deed (Warranty, Special Warranty, or Quitclaim)
☐ Lease Agreement
☐ Closing Documents
☐ Title Insurance Applications
☐ Mortgage/Deed of Trust
☐ Assignment of Lease
☐ All other documents necessary to complete the transaction

Section 6: Expenditure Authorization

RESOLVED FURTHER, that the Corporation is authorized to expend up to $[________________________________] for transaction costs, including closing costs, legal fees, title insurance, surveys, inspections, and other related expenses.

RESOLUTION G: AMENDMENT OF BYLAWS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING AMENDMENT OF BYLAWS

Date: [__/__/____]

WHEREAS, pursuant to A.R.S. § 10-1020, a corporation's board of directors may amend or repeal the corporation's bylaws unless such power is reserved exclusively to the shareholders;

WHEREAS, the Corporation's Articles of Incorporation do not reserve the power to amend bylaws exclusively to the shareholders;

WHEREAS, the Board has determined that certain amendments to the Bylaws are advisable and in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Bylaw Amendment

RESOLVED, that the Bylaws of the Corporation are hereby amended as follows:

Article/Section to be Amended: [________________________________]

Current Language:
[________________________________]

Amended Language:
[________________________________]

Section 2: Additional Amendments

Section 3: New Bylaw Provisions

RESOLVED FURTHER, that the following new provisions are hereby added to the Bylaws:

New Article/Section Number: [________________________________]

New Language:
[________________________________]

Section 4: Repeal of Bylaw Provisions

RESOLVED FURTHER, that the following provisions of the Bylaws are hereby repealed in their entirety:

☐ Article [________________________________], Section [________________________________]
☐ Article [________________________________], Section [________________________________]

Section 5: Restatement

RESOLVED FURTHER, that the Secretary is authorized to prepare and certify a restated version of the Bylaws incorporating all amendments adopted to date;

Section 6: Effective Date

RESOLVED FURTHER, that the foregoing amendments shall be effective as of:
☐ Immediately upon adoption of this resolution
☐ [__/__/____]

Section 7: Shareholder Notice

RESOLVED FURTHER, that pursuant to A.R.S. § 10-1020, the Secretary shall provide notice of these bylaw amendments to shareholders:
☐ At or before the next shareholders' meeting
☐ Within [________________________________] days of adoption
☐ Not required (describe basis): [________________________________]

RESOLUTION H: DECLARATION OF DIVIDENDS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING DECLARATION OF DIVIDEND

Date: [__/__/____]

WHEREAS, pursuant to A.R.S. § 10-640, the Board of Directors may authorize distributions to shareholders subject to the restrictions in the Articles of Incorporation and the limitations of A.R.S. § 10-640(C);

WHEREAS, the Board has reviewed the Corporation's financial condition and has determined that the Corporation is able to pay its debts as they become due in the usual course of business;

WHEREAS, the Board has determined that after giving effect to the proposed distribution, the Corporation's total assets will not be less than the sum of its total liabilities plus any amounts needed to satisfy preferential rights on dissolution;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Declaration of Dividend

RESOLVED, that a dividend is hereby declared and authorized as follows:

Dividend Type:
☐ Cash Dividend
☐ Stock Dividend
☐ Property Dividend
☐ Other: [________________________________]

FOR CASH DIVIDEND:

• Amount per Share: $[________________________________]
• Class/Series of Stock: [________________________________]
• Total Distribution Amount: $[________________________________]

FOR STOCK DIVIDEND:

• Shares per Outstanding Share: [________________________________]
• Class/Series of Stock to be Issued: [________________________________]
• Total Shares to be Issued: [________________________________]

Section 2: Record Date

RESOLVED FURTHER, that the record date for determining shareholders entitled to receive this dividend shall be [__/__/____];

Section 3: Payment Date

RESOLVED FURTHER, that the dividend shall be payable on [__/__/____];

Section 4: Solvency Determination

RESOLVED FURTHER, that the Board hereby makes the following determinations pursuant to A.R.S. § 10-640:

☐ Based on financial statements prepared in accordance with generally accepted accounting principles as of [__/__/____], the Corporation:

• Is able to pay its debts as they become due in the usual course of business; and
• Has total assets that exceed total liabilities plus any amounts required to satisfy preferential rights on dissolution

☐ Based on a fair valuation of the Corporation's assets conducted as of [__/__/____], the Corporation meets the requirements of A.R.S. § 10-640(C)

Section 5: Source of Funds

RESOLVED FURTHER, that the dividend shall be paid from:
☐ Retained earnings
☐ Current year earnings
☐ Capital surplus
☐ Other: [________________________________]

Section 6: Payment Method

RESOLVED FURTHER, that dividends shall be paid by:
☐ Check mailed to shareholders at their addresses of record
☐ Direct deposit to shareholders' designated accounts
☐ Distribution of property described as: [________________________________]
☐ Issuance of stock certificates

Section 7: Fractional Shares

RESOLVED FURTHER, that with respect to fractional shares resulting from a stock dividend:
☐ Cash shall be paid in lieu of fractional shares at fair market value
☐ Fractional shares shall be issued
☐ Fractional shares shall be rounded up to the nearest whole share
☐ Fractional shares shall be rounded down to the nearest whole share

RESOLUTION I: RELATED PARTY TRANSACTIONS

RESOLUTION OF THE BOARD OF DIRECTORS

REGARDING RELATED PARTY TRANSACTION

Date: [__/__/____]

WHEREAS, pursuant to A.R.S. § 10-860 through § 10-863, a director's conflicting interest transaction requires specific procedures to ensure fairness and protection of the Corporation;

WHEREAS, a transaction has been proposed between the Corporation and a related party as defined herein;

WHEREAS, the Board has determined that proper disclosure has been made and that approval of the transaction is in the best interests of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, as follows:

Section 1: Identification of Related Party

RESOLVED, that the following related party transaction is hereby disclosed:

Related Party Name: [________________________________]

Relationship to Corporation:
☐ Director of the Corporation
☐ Officer of the Corporation
☐ Shareholder owning more than [________________________________]% of outstanding shares
☐ Family member of director/officer (specify relationship): [________________________________]
☐ Entity in which director/officer has financial interest: [________________________________]
☐ Other: [________________________________]

Director(s) with Conflicting Interest: [________________________________]

Section 2: Description of Transaction

Type of Transaction:
☐ Sale of goods or services to the Corporation
☐ Purchase of goods or services from the Corporation
☐ Loan to or from the Corporation
☐ Lease of property to or from the Corporation
☐ Employment or consulting arrangement
☐ Guarantee of Corporation obligations
☐ Other: [________________________________]

Description: [________________________________]

Transaction Value: $[________________________________]

Transaction Terms: [________________________________]

Section 3: Disclosure

RESOLVED FURTHER, that the following material facts regarding the transaction and the director's interest have been disclosed to the Board:

[________________________________]

Section 4: Recusal of Interested Directors

RESOLVED FURTHER, that the following director(s) have recused themselves from deliberation and voting on this matter due to their conflicting interest:

Section 5: Fairness Determination

RESOLVED FURTHER, that the disinterested directors, constituting a quorum, have determined that:

☐ The transaction is fair to the Corporation as of the time it is authorized, approved, or ratified
☐ The terms of the transaction are comparable to or more favorable than those available from unrelated third parties
☐ The transaction is in the ordinary course of business
☐ The transaction serves a legitimate business purpose of the Corporation

Basis for Determination:
[________________________________]

Section 6: Approval

RESOLVED FURTHER, that the transaction described above is hereby approved by the affirmative vote of a majority of the disinterested directors present, which constitutes a quorum for purposes of this resolution;

Section 7: Documentation Requirements

RESOLVED FURTHER, that the Secretary shall maintain documentation of:
☐ The disclosure of material facts
☐ The recusal of interested directors
☐ The deliberation and vote of disinterested directors
☐ Any comparisons to arm's-length transactions or market terms
☐ The basis for the fairness determination

Section 8: Ongoing Disclosure

RESOLVED FURTHER, that any material changes to the transaction terms shall require additional Board approval following the same procedures set forth herein.

PART III: SECRETARY'S CERTIFICATE

CERTIFICATE OF SECRETARY

I, [________________________________], do hereby certify that:

1. I am the duly elected and acting Secretary of [________________________________], an Arizona corporation (the "Corporation").

2. The foregoing is a true, correct, and complete copy of resolution(s) duly adopted by the Board of Directors of the Corporation on [__/__/____].

3. Meeting Verification (if applicable):
   ☐ The resolution(s) was/were adopted at a meeting of the Board of Directors duly called and held on [__/__/____], at which a quorum was present and acting throughout.

☐ The resolution(s) was/were adopted by unanimous written consent of all directors in lieu of a meeting, effective [__/__/____], pursuant to A.R.S. § 10-821.

4. The resolution(s) has/have not been amended, modified, or rescinded and remain(s) in full force and effect as of the date hereof.

5. The following persons are the duly elected or appointed officers of the Corporation holding the offices set forth opposite their respective names:

6. The Corporation is duly organized, validly existing, and in good standing under the laws of the State of Arizona.

7. The Corporation's Articles of Incorporation and Bylaws remain in full force and effect and have not been amended except as disclosed herein: [________________________________]

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this [____] day of [________________________________], 20[____].

________________________________________
[________________________________], Secretary

[CORPORATE SEAL]

NOTARIZATION (if required)

STATE OF ARIZONA
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________
Notary Public

My Commission Expires: [__/__/____]

PART IV: QUORUM VERIFICATION

CERTIFICATE OF QUORUM AND VOTING

For Meetings Held Pursuant to A.R.S. § 10-820 through § 10-824

Corporation Name: [________________________________]

Date of Meeting: [__/__/____]

Type of Meeting:
☐ Regular Meeting
☐ Special Meeting

Meeting Location/Method:
☐ In Person at: [________________________________]
☐ Telephonic Conference
☐ Video Conference
☐ Other electronic means: [________________________________]

Section 1: Board Composition

Total number of authorized directors: [________________________________]

Total number of directors currently serving: [________________________________]

Directors constituting the Board:

Section 2: Quorum Determination

Quorum Requirement:
☐ Majority of directors (default under A.R.S. § 10-824)
☐ As specified in Articles of Incorporation: [________________________________]
☐ As specified in Bylaws: [________________________________]

Number required for quorum: [________________________________]

Directors Present:

Total directors present: [________________________________]

Quorum established: ☐ Yes ☐ No

Section 3: Notice Verification

Notice of Meeting:
☐ Written notice was provided to all directors at least [________________________________] days before the meeting
☐ Notice was waived in writing by all directors not present (attach waivers)
☐ Notice was waived by attendance at the meeting without objection

Notice provided via:
☐ Personal delivery
☐ U.S. Mail
☐ Electronic mail
☐ Facsimile
☐ Other: [________________________________]

Section 4: Voting Record

Resolution/Matter Voted Upon: [________________________________]

Total Votes For: [________________________________]
Total Votes Against: [________________________________]
Total Abstentions: [________________________________]

Resolution Adopted: ☐ Yes ☐ No

Section 5: Certification

I, [________________________________], Secretary of the Corporation, hereby certify that the information set forth above is true and correct, and that all proceedings were conducted in accordance with A.R.S. Title 10, the Corporation's Articles of Incorporation, and its Bylaws.

________________________________________
Secretary

Date: [__/__/____]

PART V: WRITTEN CONSENT IN LIEU OF MEETING

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

IN LIEU OF A MEETING

OF [________________________________]

AN ARIZONA CORPORATION

Pursuant to A.R.S. § 10-821

The undersigned, being all of the members of the Board of Directors of [________________________________], an Arizona corporation (the "Corporation"), acting pursuant to A.R.S. § 10-821, which provides that any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all directors consent in writing, hereby consent to the adoption of the following resolution(s):

RECITALS

WHEREAS, the Board of Directors desires to take certain actions without holding a formal meeting;

WHEREAS, A.R.S. § 10-821 permits directors to act by unanimous written consent in lieu of a meeting;

WHEREAS, all directors are signing this consent;

NOW, THEREFORE, the undersigned directors hereby adopt the following resolution(s):

RESOLUTION(S)

RESOLVED, that [________________________________];

RESOLVED FURTHER, that [________________________________];

RESOLVED FURTHER, that the officers of the Corporation are authorized and directed to take all actions and execute all documents necessary or appropriate to effectuate the foregoing resolution(s);

RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, or agent of the Corporation in connection with the matters described herein are hereby ratified, confirmed, and approved in all respects.

EFFECTIVE DATE

Pursuant to A.R.S. § 10-821(B), this consent shall be effective:
☐ When signed by the last director (default)
☐ On the following specified date: [__/__/____]

FILING AND RECORDKEEPING

This consent shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote of the Board at a duly convened meeting.

COUNTERPARTS

This consent may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission (including PDF) shall be deemed original signatures.

DIRECTOR SIGNATURES

IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of the dates set forth below.

REVOCATION NOTICE

Pursuant to A.R.S. § 10-821(D), any director may revoke their consent by delivering a signed revocation to the President or Secretary of the Corporation prior to the date the last director signs this consent.

☐ No revocations have been received as of the effective date.

SECRETARY'S CERTIFICATION OF WRITTEN CONSENT

I, [________________________________], Secretary of the Corporation, hereby certify that:

1. The foregoing Unanimous Written Consent was duly signed by all directors of the Corporation.

2. The consent was received in proper form as required by A.R.S. § 10-821.

3. No revocations were received prior to the effective date.

4. This consent has been filed with the corporate records.

________________________________________
Secretary

Date: [__/__/____]

EXHIBIT A: ARIZONA STATUTORY REFERENCE GUIDE

Key Provisions of A.R.S. Title 10 Applicable to Board Resolutions

END OF ARIZONA BOARD RESOLUTION PACK