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Board Of Directors' Resolution Advising Approval Of Merger
BOARD OF DIRECTORS' RESOLUTION ADVISING APPROVAL OF MERGER
WHEREAS, in the judgment of the Board of Directors of [Name of Corporation], hereinafter referred to as "Corporation", it is deemed advisable to adopt the Articles of Merger set forth below under the terms of which agreement [Name of Merged Corporation], hereinafter referred to as "Corporation", would be merged into Corporation; and it is
HEREBY RESOLVED that a special meeting of the shareholders of Corporation is hereby scheduled to be held [Date of meeting], to take action upon the proposed merger, and it is
FURTHER RESOLVED that the Secretary of said Corporation is hereby instructed to give notice of this special meeting to the share holders of Corporation in accordance with the Corporation's Articles and Bylaws. Included in that notice will be a copy of the Articles of Merger immediately following: Pursuant to the laws of the State of [State of Jurisdiction] more particularly, Section [Section Number] of the [Code Book], the undersigned Corporations adopt the Articles of Merger that follow for the purpose of merging the two Corporations into one Corporation: [Articles adopted].
The undersigned, [Secretary of Corporation], certifies that he or she is the duly appointed Secretary of Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on [Date of resolution], and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of [Name of Corporation] Corporation and have attached the seal of [Name of Corporation] Corporation to this resolution.
Dated: [Date signed]
Secretary