Incorporator's Organizational Action for California

INCORPORATOR ORGANIZATIONAL ACTION OF [Company Name]

[Date]

The undersigned, being the sole Incorporator of [Company Name], a California corporation (the “Company”), hereby adopts the following resolutions pursuant to Section 210 of the General Corporation Law of California with respect to the initial organization of the corporation:

1.     Adoption of Articles of Incorporation

RESOLVED: that the Certificate of Incorporation attached hereto as Exhibit A (the “Articles of Incorporation”), be, and hereby is, adopted as the Articles of Incorporation for the Corporation and that the Articles of Incorporation be filed with the California Secretary of State.  

2.     Adoption of Bylaws

RESOLVED:  That the Bylaws attached hereto as Exhibit B are hereby adopted as the Bylaws of the Company.

RESOLVED FURTHER:  That the Secretary of the Company is hereby authorized and directed to execute a certificate of the adoption of the Bylaws and insert it in the Company’s Minute Book and that the officers of the Company are ordered to maintain a copy of such Bylaws in the principal office of the Company for the transaction of its business open for inspection by the stockholders at all reasonable times during office hours.

3.     Resignation of Sole Incorporator

RESOLVED: That the undersigned, being the Sole Incorporator of the Corporation, having taken all actions necessary and appropriate in connection with the incorporation of the Corporation, does hereby tender the undersigned’s resignation as the Sole Incorporator to the Board of Directors as constituted above.  

4.     Sale of Common Stock

RESOLVED: That the directors and officers are authorized to sell and issue on behalf of the Company Common Stock (the “Shares”) to the individuals or entities listed below (the “Purchasers”) in the amounts specified opposite each name, at a price of [$ Common Stock Par Value] per share which the Board determines to be the fair value of such Shares pursuant to a Stock Purchase Agreement.

RESOLVED:            That, upon payment of the consideration the Common Stock shall be duly and validly issued, fully paid and non-assessable.

RESOLVED:            To authorize the proper officers of the Company to execute and deliver certificates for the number of shares of Common Stock so subscribed and paid for.

RESOLVED:            That it is desirable and in the best interest of the Company that the sale and issuance of shares of Common Stock, be qualified or registered or exempted from qualification or registration in various states and under federal securities laws; that the officers of the Company be, and each of them acting singly hereby is, authorized and directed, in the name and on behalf of the Company, to determine the states in which appropriate action shall be taken to qualify or register or exempt from qualification or registration all or such number of the securities of the Company as such officers or officer may deem advisable; that such officers or officer hereby are authorized to perform, on behalf of the Company and its name, any and all such acts as any such officers or officer may deem necessary or advisable in order to comply with the applicable federal laws and applicable laws of any such states, and, in connection therewith, to execute and file all requisite papers and documents, including, but not limited to, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that the execution by any such officer or officers of any such paper or document or the doing by any of them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and ratification by the Company of the papers and documents so executed and the action so taken.

RESOLVED:            That if the securities or “Blue Sky” laws of any of the states in which the officers or an officer of the Company deem it necessary or advisable to qualify or register or exempt from qualification or registration the sale and issuance of the shares of Common Stock, or to register the Company as a dealer or broker, or any authority administering such laws, require or requires a prescribed form of preamble, resolution or resolutions, or consent to service of process in connection with such sale or issuance, each such preamble, resolution or consent is hereby adopted by the Board and the officers of the Company be, and each of them acting singly hereby is, authorized and directed, in the name and on behalf of the Company, to certify the adoption of such preamble, resolution or consent.

5.     Election of Directors

RESOLVED:  That the following individuals are hereby appointed as directors of the Company, to serve as directors until their successors are duly elected and qualified:

[NOTE: The number of directors must match the number of shareholders up to three directors as seen in Section 212 of the California Code.  Thus, if there are two shareholders, there must be 2 directors. Likewise, if there are three shareholders, there must be 3 directors. If there are 4 shareholders, however, there only need be 3 directors.]

[Director 1]
Add Directors as necessary
 

6.     Election of Officers

RESOLVED:            That the following named individuals be and they hereby are elected officers of this Company, each to hold the office set forth opposite his/her name until a successor is duly chosen and qualified or until such officer sooner dies, resigns, is removed or becomes disqualified:

            President:               [President Name]
            Treasurer:              [Treasurer Name]
            Secretary:              [Secretary Name]

7.     Form of Common Stock Certificate

RESOLVED:            That the form of stock certificate attached hereto as Exhibit A is adopted as the form of certificate for the Common Stock.
 

8.     Fiscal Year

RESOLVED:            That the fiscal year of the Company shall be the twelve (12) months ending on December 31.

9.     Qualification to Do Business

RESOLVED:            That the Company be qualified to do business in any jurisdiction that the Board may deem from time to time to be necessary to be so qualified and that the officers of the Company be, and they hereby are, authorized and empowered to execute and file, in the name of and on behalf of the Company, with the Secretary of State of such jurisdictions any and all documents, certificates or the like necessary to effect such qualification of the Company as a foreign Company in such jurisdiction.

10.  Bank Accounts

RESOLVED:            That the Chief Financial Officer  of the Company be, and each of them acting singly hereby is, authorized and directed, in the name and on behalf of the Company, to open such accounts with such banking institution as the officers deem necessary or appropriate to conduct the business of the Company; that the Company hereby adopts, as though the same were presented herewith, any standard form of resolution required by any banking institution in order for the Company to establish an account with such banking institution; and that the officers of the Company be, and hereby are, authorized to certify the adoption of any such resolution and are directed to record any resolutions so certified in the Company’s minute book.

11.  Employer Identification Number

RESOLVED:  That the proper officers of the Company are directed to apply to the IRS District Director for an employer’s identification number on Form SS-4.

12.  Authorization To Pay Expenses

RESOLVED:  That the proper officers are authorized and directed to pay the expenses of incorporation and organization of the Company and the expenses incurred in the formation of the Company and to reimburse any persons who has made any disbursements thereof.

13.  Withholding Taxes

RESOLVED:  That the Chief Financial Officer is authorized and directed to consult with the bookkeeper, auditors and attorneys of the Company in order to be fully informed as to, and to collect and pay promptly when due, all withholding taxes for which the Company may now be (or hereafter become) liable.

14.  Indemnification

RESOLVED:  That the Company shall enter into an Indemnification Agreement substantially in the form attached to these resolutions as Exhibit C with each of the Company’s present and future directors and officers

15.  Confidentiality and Invention Assignment

RESOLVED:  That the Company shall enter into an Confidentiality and Invention Assignment Agreement substantially in the form attached to these resolutions as Exhibit D with each of the Company’s present and future directors, officers, employees and consultants.

16.  Sub Chapter S Election

RESOLVED: That the election to be taxed as a small business corporation under Section 1361(b) of the Internal Revenue Code of 1986 be submitted to the shareholders for their consent, and that upon obtaining said consent, the officers of the corporation shall prepare and submit the necessary documents and forms to accomplish said election under Section 1362 of the IRC.

17.  General

RESOLVED:            To authorize, empower and direct the officers of the Company, and each of them acting singly (i) to execute, seal and deliver in the name of and on behalf of the Company any and all documents, agreements and instruments to effectuate any of the foregoing resolutions, all with such changes therein as any of such officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all filing fees and expenses), or to cause the Company or any other person to take such action as may in the judgment of the officer so acting be necessary or desirable in connection with, or in furtherance of, any of the foregoing resolutions, and the execution and delivery of any such document, agreement or instrument or the taking of any such action shall be conclusive evidence of such officer’s authority hereunder to so act.

RESOLVED:            To ratify, confirm and approve all actions taken by the officers of the Company in connection with any and all of the transactions referred to in or contemplated by any of the foregoing resolutions.

RESOLVED:            To direct that this Consent be filed with the records of meetings of the Directors.

This Action of Incorporator shall be filed in the Minute Book of the Company and shall be effective as of the date first written above.

___________________________

[Incorporator Name], Incorporator

Exhibit A: Certificate of Incorporation

Exhibit B: Bylaws