NOTE: Any resolution approved by unanimous written consent in lieu of holding a meeting

must be signed by each Director and kept with the Corporation’s records. Otherwise, the text of
the resolution is often included in the minutes of the meeting at which the resolution was
approved.

BOARD OF DIRECTORS RESOLUTION

TO APPOINT ACCOUNTANT FOR

__________________<Company Name>____________________

RESOLVED, that the Officers of this Corporation are hereby authorized to engage the accounting
firm <Name of Firm> to serve as the accountant for this Corporation. The terms of the
engagement are set forth in the Letter of Agreement that was submitted by the above-mentioned
accounting firm. A copy of the Letter of Agreement is attached to the minutes of this meeting.

The Officers are directed to perform all necessary acts to carry out this resolution.

The undersigned, <Name of Secretary>, certifies that he/she is the duly elected Secretary of this
Corporation, and that the above is a true and correct copy of the resolution that was duly adopted
at a meeting of the Board of the Directors which was held in accordance with State law and the
Bylaws of the Corporation.

Dated: ____________

________________________
Secretary

___________________________, Director

___________________________, Director

___________________________, Director

___________________________, Director