Form 6-5

Written Consent of Shareholders in Lieu of [Annual/Special] Meeting
of Shareholders of [name of corporation]

The undersigned shareholders of [name of corporation], a Texas corporation (the “Cor­poration”), having at least the minimum number of votes that would be necessary to take the following actions at a meeting at which each shareholder entitled to vote is present and votes, hereby consent pursuant to section 6.202 of the Texas Business Organizations Code to take the following actions and adopt the following resolutions, to have the same effect as if taken and adopted at [the annual/a special] meeting of shareholders:

Election of Directors

RESOLVED, that the following persons hereby are elected as directors of the Corpora­tion to serve until the next annual meeting of shareholders of the Corporation, until written consent in lieu of the annual meeting, or until their successors have been duly elected and qualified:

Ratification of Past Actions

RESOLVED, that the actions taken or caused to be taken by or on behalf of the Corpo­ration by the directors or the officers of the Corporation (other than any actions that may have been illegal, tortious, or ultra vires) since the date of the last [annual/special] meeting of the shareholders or by written consent in lieu of a meeting hereby are ratified in all respects as the actions of the Corporation.

Further Instructions to Officers

RESOLVED, that the officers of the Corporation hereby are authorized and directed on behalf of the Corporation to execute and deliver all documents, to waive all conditions, and to do all things necessary or helpful to carry out the purposes of the foregoing resolutions. All actions of the officers of the Corporation that are consistent with the purposes and intent of the foregoing resolutions hereby are in all respects ratified and adopted as the actions of the Cor­poration; and

RESOLVED FURTHER, that the secretary of the Corporation hereby is directed to file this consent in the minute book of the Corporation and to notify each shareholder who did not sign this consent of each action that is the subject of this consent. This consent may be signed in counterparts.

IN WITNESS WHEREOF, this consent has been signed to be effective as of the ________ day of ______________________________, 20____.

Shareholders:

   
[Name of shareholder]

   
Date of Signature