Form 12-5

Unanimous Written Consent of the Directors of [name of corporation]

In accordance with section 21.415 of the Texas Business Organizations Code (the “BOC”), the undersigned, as all the directors of [name of corporation], a Texas corporation (the “Corporation”), hereby adopt the following resolutions to have the same force and effect as if adopted at the organizational meeting of the board of directors of the Corporation, duly called and held under section 21.059 of the BOC:

Certificate of Formation

RESOLVED, that the certificate of formation of the Corporation having been duly filed in the office of the secretary of state of the state of Texas on [date], the secretary of the Corpo­ration is instructed to insert a copy of the certificate of formation, as certified by the secretary of state of Texas, in the minute books of the Corporation.

Bylaws

RESOLVED, that the bylaws, which have been reviewed by the directors of the Corpo­ration, hereby are adopted as the bylaws of the Corporation, and the secretary of the Corpora­tion is hereby instructed to certify the adoption on a copy of the bylaws and insert that copy in the minute books of the Corporation.

Officers

RESOLVED, that the following persons hereby are elected to the office[s] of the Cor­poration set forth opposite their names, to serve in [that/these] capacity[ies] until the election and qualification of their respective successor[s]:

Organizer’s Actions

RESOLVED, that the actions of the organizer of the Corporation taken on behalf of the Corporation, other than any such actions as may have been illegal, tortious, or ultra vires, hereby are ratified and adopted as the actions of the Corporation.

Corporate Seal

RESOLVED, that the seal, an impression of which is affixed to the margin of this page, hereby is adopted as the seal of the Corporation.

Fiscal Year

RESOLVED, that the fiscal year of the Corporation will begin on the [first/[number]] day of [month] and end on the [last/[number]] day of [month] of each calendar year.

Bank Accounts

RESOLVED, that the officers of the Corporation hereby are authorized to establish bank accounts in the name and on behalf of the Corporation with any bank, either within or outside the United States, as the officers deem necessary or advisable and, in connection therewith, to execute each bank’s regular corporate resolution forms, which are incorporated by reference in and made a part of this resolution, and that the secretary hereby is directed to place a copy of each corporate resolution form so executed in the minute books of the Corpo­ration;

RESOLVED FURTHER, that the president [include if applicable: and the treasurer] of the Corporation be the authorized signatory[ies] on any bank accounts established in the name and on behalf of the Corporation;

RESOLVED FURTHER, that the president [include if applicable: and the treasurer] of the Corporation [is/are] hereby authorized (1) to designate any other employee of the Corpo­ration as an authorized signatory on any bank account established in the name and on behalf of the Corporation, if [include if applicable: either] the president [include if applicable: or the treasurer] deems the designation necessary or advisable, and in connection with that designa­tion (2) to establish limitations on the authority of the designated signatory, including amounts or requirements for cosigners; and

RESOLVED FURTHER, that the secretary or any assistant secretary of the Corpora­tion, when requested by the president [include if applicable: or the treasurer], will certify the adoption of these resolutions to any bank in which an account is established, together with a certificate of incumbency naming the persons then holding the offices of the Corporation.

Organization Expenses

RESOLVED, that the officers of the Corporation hereby are directed to pay all expenses properly incurred in connection with the organization of the Corporation.

Books and Records

RESOLVED, that the secretary of the Corporation hereby is instructed to purchase any record books, books of account, checks, stationery, or office supplies necessary or appropriate for the proper administration of the affairs of the Corporation.

Foreign Qualification

RESOLVED, that for the purpose of authorizing the Corporation to do business in any state or territory of the United States or any foreign country necessary for the Corporation to transact business, the officers of the Corporation hereby are authorized to appoint and substi­tute all necessary agents or attorneys for the service of process to execute, for and on behalf of the Corporation, all necessary certificates, reports, powers of attorney, and other such instru­ments as may be required by the laws of the state, territory, or country to authorize the Corpo­ration to transact business therein and, whenever it is necessary for the Corporation to cease doing business and withdraw therefrom, (1) to revoke any appointment of agent or attorney for service of process and to file any certificates, reports, revocation of appointment, or sur­render of authority necessary to terminate the authority of the Corporation to do business in any state, territory, or country; and (2) to execute all general corporate resolution forms that may be required to effect any of the foregoing, the resolution forms being hereby incorporated by reference and made a part of this resolution; and the secretary of the Corporation hereby is directed to place a copy of each corporate resolution form so executed in the minute books of the Corporation.

Issuance of Shares

RESOLVED, that the following shares of the Corporation’s Common Stock (“Com­mon Stock”), $[amount] par value per share, be issued to the following persons or entities in consideration of [the payment of cash equal to $[amount] per share/[describe consideration]]:

RESOLVED FURTHER, that on the Corporation’s receipt of the consideration described in the preceding resolution, the officers of the Corporation hereby are authorized and directed to take all action (including, without limitation, the preparation and delivery of share certificates) necessary or in their judgment appropriate to issue or cause to be issued the above-stated shares of Common Stock to [name[s] of shareholder[s]], with the shares to be deemed fully paid and nonassessable; and

RESOLVED FURTHER, that the form of share certificate attached hereto is hereby adopted to represent the shares of common stock, $[amount] par value per share, of the Cor­poration.

General Implementing Authority

RESOLVED, that the officers of the Corporation hereby are authorized and directed on behalf of the Corporation to execute and deliver all other instruments, documents, and certifi­cates, to pay all costs, fees, and taxes, and to take all other actions as may be in their judgment necessary, proper, or advisable to carry out and comply with the purposes and intent of the foregoing resolutions; and that all the actions of the officers of the Corporation that are consis­tent with the purposes and intent of these resolutions are in all respects hereby approved, rati­fied, confirmed, and adopted as the actions of the Corporation.

This consent may be signed in counterparts.

IN WITNESS WHEREOF, this consent has been signed to be effective [date].

   
[Name of director]