Category : Databases and related files
Archive   : INCORP.ZIP
Filename : CONSENT.WP5
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ì Á(Insert Name of Corporation)
Áà
ì ÁCONSENT OF DIRECTORS TO ACTION
Áà
ì ÁÃÃWITHOUT A FORMAL ORGANIZATIONAL MEETINGÄÄ
Á
ÁPursuant to the Maryland General Corporation Law, the
undersigned, being all of the Directors of (insert name of corporation), a Maryland corporation (hereinafter called the
"Corpor¬ation"), do hereby declare advisable, consent to and
approve the following actions without a formal organizational
meeting:
Á
Á1.Á ` ÁThe adoption of Articles of Incorporation heretofore
properly and duly executed and filed with the State Department of
Assessments and Taxation of Maryland on (insert date of incorporation), a copy of which Articles are filed in the minute book
of the Corpora¬tion.
Á
Á2.Á ` ÁThe adoption of Bylaws of the Corporation in the form
filed in the minute book of the Corporation.
Á
Á3.Á ` ÁThe nomination and unanimous election of the following
officers of the Corporation:
Á
ÁPresident.........................(insert name)
Á
ÁVice President....................(insert name)
Á
ÁSecretary.........................(insert name)
Á
ÁTreasurer.........................(insert name)
Á
Á4.Á ` ÁThe designation of (insert the name of the bank you
will be using as a depository for your corporate funds) as a
depository for the funds of the Corporation, the proper officers
of the Corpora¬tion being authorized and directed to execute and
file the form of depository resolutions submitted by said institution as required to estblish such account, which resolutions
are hereby adopted in the form filed in the minute book of the
Corporation following this Consent, and such other evidence of
this authoriz¬ation as in their discretion may be necessary or
desirable in connection therewith.
Á
Á5.Á ` ÁThe adoption of the formal certificate for the capital
stock of the Corporation in the form filed in the minute book of
the Corporation following this Consent.
Á
Á6.Á ` ÁThe authorization, issuance and delivery of the following shares of the capital stock of the Corporation upon the
following terms and conditions:
Á
ÁÁ ` Á(a) That of the total authorized capital stock of theÔ
Ø' ÔCorporation consisting of five thousand (5,000) shares of capital
stock, no par value per share (the Common Stock"), the following
shares be issued to the below listed individuals in the amounts
shown opposite their respective names for a consideration of One
Dollar ($1.00) per share, such consideration to be used to
provide the initial capital to organize the Corporation.
Number of
ÃÃ Name ÄÄ ÃÃAggregate ConsiderationÄÄ ÃÃ Shares ÄÄ
(Your Name) $100.00 100
Á
ÁÁ ` Á(b) That the entire consideration received by the
Corporation for each share of Common Stock issued pursuant hereto
shall constitute stated capital of the Corporation, resulting in
an aggregate of One Hundred Dollars ($100.00) constituting stated
capital.
Á
Á7. The adoption of a calendar year for the Corporation and
the determination that the annual meeting of stockholders shall
be held during the month of (fill in this month)
Á
Á8. The authorization for borrowing by the Corporation from
the stockholders of such amounts as may be needed to fund initial
operating expenses, such borrowing to be evidence by a promissory
note or notes providing for repayment of the principal amount on
demand, with interest at the rate of ten (10%) percent per annum.
Á
Á9. For the purpose of authorizing the Corporation to do
business in any state, territory or dependency of the United
States or any foreign country in which it is necessary or
expedient for this Corporation to transact business, the authorization for the proper officers of this Corporation to appoint
and substitute all necessary agents or attorneys for service of
process, to designate and change the location of all necessary
statutory offices and to make and file all necessary certificates, reports, powers of attorney and other instruments as may
be required by the laws of such state, territory, dependency or
country to authorize the Corporation to transact business therein.
Á
Á10. The authorization for the Corporation, after consideration with its counsel and its accountants, to elect pursuant to
Section 1362 (a) of the Internal Revenue Code of 1986, as amended
(the "Code"), to be an S Corporation (as defined in Section 1361
(a) of the Code); such election to be filed with the local
District Director of Internal Revenue on or before the fifteenth
(15th) day of the third (3rd) month of the initial fiscal year of
the Corporation; a copy of the completed election to be filed in
the minute book of the Corporation following this Consent as
evidence of such election.
Á
Á11. The authorization for the proper officers of the
Corporation to make the necessary application for compliance withÔ
Ø' Ôthe Social Security Act, withholding tax laws, unemployment
compensation law, worker's compensation law, and any and all
requirements of federal, state or local government relating to
the granting of such licenses, permits and franchises as are
necessary to commence operation as a corporation in this State.
Á
Á12. The authorization for the Treasurer to pay all fees and
expenses incident to and necessary for the organization and
qualification of the Corporation, including, without limitation,
all legal and accounting fees and costs to procure proper corporate books.
Á
Á13. The ratification, approval and confirmation by the
Corporation of any and all other actions taken or contracts
entered into heretofore by an officer and/or Director for the
Corporation either as officer and/or Director, as well as any and
all actions taken or contracts entered into by said persons as
individuals, acting for the Corporation, and disclosed to the
Board of Directors by such officer or Director; and the adoption
of all such contracts as though said individual had at such time
full power and authority to act for and by the Corporation and in
the same manner as if each and every act had been done pursuant
to the specific authorization of the Corporation.
Á
ÁAND we do hereby direct the Secretary of the Corporation to
file this Consent, when fully executed, in the minute book of the
Corporation.
Dated: (date of incorporation)
Á
ÁÁ ` ÁÁ ¸ ÁÁ ÁÁ h# ÁÁ # À( Á ÃÃ ÄÄ
(Type your name here)
Very nice! Thank you for this wonderful archive. I wonder why I found it only now. Long live the BBS file archives!
This is so awesome! 😀 I’d be cool if you could download an entire archive of this at once, though.
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