MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING

of _______________ CORPORATION

Held on ______________________ at__________________.

Call to Order

The Chairman, _______________, called the meeting to order and thereafter presided. ______________, Corporate Secretary, recorded the minutes.

Quorum

The Secretary certified that stockholders representing _____________ shares or ______ % of the issued and outstanding capital stock of the Corporation were present in person or by proxy, and that there was a quorum for the transaction of corporate business.

Approval of the Minutes of Previous Meeting

On motion duly made and seconded, the stockholders approved the minutes of the meeting of the stockholders held on _______________, copies of which were previously circulated to the stockholders.

Report to Stockholders

Mr. ________________, President rendered his report to the stockholders.

After discussion thereon, and on motion duly made and seconded, the stockholders Noted the Report of the President.

Approval of Financial Statements

The audited financial statements for the year ended _____ were presented to the stockholders. After discussion thereon, and on motion duly made and seconded, the stockholders approved the audited Financial Statements of the Corporation for the year ended December 31, ____, as certified by the Corporation’s external auditors and as presented during the meeting.

Ratification of Acts of the Board and Management.

On motion duly made and seconded, the stockholders approved the following resolution:

“RESOLVED, That all acts of the Board of Directors, its Committees and of Management since the last annual meeting up to the date of this meeting, as reflected in the minutes and in the financial statements, be, as they are hereby, approved, ratified and confirmed.”

Designation of External Auditors

On motion duly made and seconded, the stockholders designated the accounting firm of _____________. as the Corporation's external auditors for the year ___.

Election of Directors

The Chairman informed the meeting that the next agenda was the election of the directors of the Corporation. Thereupon, upon nominations duly made and seconded, the stockholders elected the following as directors to serve as such until the next annual meeting of stockholders and until their successors shall have been elected and qualified

__________________________________

__________________________________

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Other Matters

Adjournment

There being no other business, the meeting was, on motion duly made and seconded, adjourned.

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Corporate Secretary

ATTEST:

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Chairman of the Meeting