NOTE: If a vacancy occurs on the Board of Directors, this form may be used to name a

replacement Director. Typically, this resolution will be made at a special meeting of Directors.

Any resolution approved by unanimous written consent in lieu of holding a meeting must be
signed by each Director and kept with the Corporation’s records. Otherwise, the text of the
resolution is often included in the minutes of the meeting at which the resolution was
approved.

BOARD OF DIRECTORS RESOLUTION

FILLING VACANCY ON THE BOARD FOR

__________________<Company Name>____________________

Upon a motion duly made and seconded, the resolution that appears below was adopted by a vote
of a majority of the Board of Directors:

RESOLVED, that <Person’s Name> is appointed to fill the vacancy of <Position> on the Board
of Directors of <Company Name>, and shall serve as a Director of this Corporation until the next
annual Shareholders meeting.

The undersigned, <Secretary’s Name>, certifies that I am the duly appointed Secretary of this
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 State law and the Bylaws
of said Corporation on <Date>.

IN WITNESS THEREOF, I have affixed my name as Secretary of this Corporation and have
attached the seal of this Corporation to this resolution.

Dated: ____________

________________________
Secretary

___________________________, Director

___________________________, Director

___________________________, Director

___________________________, Director