Sample Notice Of Action By Written Consent Of The Holders Of Shares In The Common Stock Template (Page 2 of 2) in pdf

Sample resolutions to increase authorized shares

Exhibit A

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

____________________, INC.

The undersigned Secretary of _________________, Inc. (the “Corporation”), pursuant to the provisions of the General

Corporation Law of the State of Delaware, does hereby certify and set forth as follows:

First: That the Board of Directors (the “Board”) of the Corporation, at a special meeting on ______________, in

accordance with Sections141 and 242 of the General Corporation Law (“GCL”) approved a resolution to amend the

Corporation’s Certificate of Incorporation, declaring said resolution to be advisable, and calling for the submission of the

resolution at the next annual meeting of stockholders to increase the total number of authorized shares as follows:

Amend the Corporation’s Certificate of Incorporation by adding the following language at the end of Article

“_________” thereof:

Effective at 5:00 p.m. (___________Time) on the effective date of the certificate of amendment

adding this paragraph to Article _____ of the Certificate of Incorporation, the Corporation’s authorized

common stock shall be increased from ______________ shares of common stock, par value $0.__ per

share, to _____________ shares common stock, par value $0.__ per share;

Second: That holders of outstanding stock having not less than the minimum number of votes that would be

necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted

acting by written consent in accordance with Section 228 of the GCL, a resolution was adopted approving the above

resolution to increase to the total number of shares that the Corporation is authorized t.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of

Incorporation of the Corporation to be signed by the undersigned Authorized Officer, and the undersigned has executed

this certificate and affirms the foregoing as true and correct under penalty of perjury this ___ day of _________, 20____.

By:

_____________________________

_________________, Secretary

And, accordingly, such action may duly be taken without a meeting, without prior notice and without a vote.

_______________________________

Secretary

Registered Office:

_____________

[date]

Sample Notice Of Action By Written Consent Of The Holders Of Shares In The Common Stock Template Page 2