INITIAL RESOLUTIONS OF THE BOARD OF DIRECTORS OF

[Fill In Corporation Name]

The undersigned, constituting all of the directors now in office of [fill in], a California nonprofit public benefit corporation, hereby adopt the following resolutions by unanimous written consent:

1. Election of Directors.

RESOLVED, that the actions taken by Karrie L. Bercik as incorporator of this corporation to perfect the organization of this corporation, including the selection of as this corporation's initial agent for service of process, the filing of this corporation's Articles of Incorporation, the adoption of this corporation's Bylaws and the election of the following directors, be and they hereby are ratified, approved and confirmed:

FURTHER RESOLVED, that, pursuant to Section 2 of this corporation's Bylaws, the exact number of directors shall be fixed at 3 until further action by this Board of Directors.

2. Election of Officers.

RESOLVED, that the following persons are elected as officers of this corporation, to serve until his or her successor is elected and qualified:

3. Selection of Bank.

RESOLVED, that the President of this corporation is hereby authorized to select a depository bank for this corporation and to designate the person or persons authorized to withdraw funds.

FURTHER RESOLVED, that the provisions of the official form of resolutions prescribed by said bank for adoption by a corporation are hereby adopted.

4. Tax Treatment of Corporation.

RESOLVED, that this corporation hereby elects, pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, to be treated as a tax exempt charitable corporation, and the proper officers of this corporation are hereby authorized and directed to file any and all papers necessary to obtain such exemption with the Internal Revenue Service.

FURTHER RESOLVED, that this corporation hereby elects, pursuant to Section 214 of the California Revenue and Taxation Code, as amended, to be treated as a tax exempt charitable corporation, and the proper officers of this corporation are hereby authorized and directed to file any and all papers necessary to obtain such exemption with the Franchise Tax Board.

Questions, comments or suggestions? kbercik@taxcounsellor.com

Last updated November 3, 1997