Action by Written Consent of Incorporator

This document appoints the initial Board of Directors and adopts the Bylaws of the Company (see: Bylaws for a Delaware Corporation )

This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group, which can be found at: http://www.orrick.com/practices/corporate/emerg...
By using/viewing this document, you agree to the Terms of Use Agreement for the Start-Up Forms Library, which can be viewed at: http://www.orrick.com/practices/corporate/emerg...

ACTION OF INCORPORATOR

OF

Company Name

Date


The undersigned, being the sole Incorporator of Company Name, a Delaware corporation (the “Company”), hereby adopts the following resolutions pursuant to Section 108(a) of the General Corporation Law of Delaware with respect to the initial organization of the corporation:

1. Adoption of Bylaws

RESOLVED: That the Bylaws attached to this Action by Incorporator 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.

2. 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:

Name of Director 1
Name of Director 2
Name of Director 3

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