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Action by Unanimous Written Consent of the Board of Directors

The undersigned directors of {{{name}}}, a {{#jurisdiction=delaware}}Delaware{{/jurisdiction=delaware}}{{#jurisdiction=california}}California{{/jurisdiction=california}} corporation, all the members of the corporation's board of directors, adopt the following resolutions by unanimous written consent under {{#jurisdiction=delaware}}section 141(f) of the Delaware General Corporation Law{{/jurisdiction=delaware}}{{#jurisdiction=california}}section 307(b) of the General Corporation Law{{/jurisdiction=california}} and the corporation's bylaws.

{{#project=initial}}

Incorporator

We ratify every action taken or authorized regarding the corporation by its incorporator. The corporation discharges its incorporator from any further liability or duties regarding the corporation. The corporation will indemnify and hold its incorporator harmless from any liability incurred in the past or the future related to organizing the corporation.

Minute Book

The corporation will maintain a physical or electronic minute as part of its corporate records. The minute book will include at least:

• the corporation's certificate of incorporation and all amendments
• the corporation's bylaws and all amendments
• minutes of all board meetings
• minutes of all stockholder meetings {{#members=yes}}
• minutes of all member meetings {{/members=yes}}

Minutes

Minutes for each meeting will include at least:

• the time and place of the meeting
• whether the meeting was a regular or special meeting
• if a special meeting, how it was authorized
• a copy of the notice of the meeting given
• the number of shares present or represented
• the proceedings of the meeting

Election of Officers

We elect the following people officers of the corporation, serving at the pleasure of the board:

{{#ceo}}

• {{{.}}} as chief executive officer {{/ceo}}

{{#ed}}

• {{{.}}} as executive director {{/ed}}

{{#cfo}}

• {{{.}}} as chief financial officer {{/cfo}}

{{#treasurer}}

• {{{.}}} as treasurer {{/treasurer}}

{{#secretary}}

• {{{.}}} as secretary {{/secretary}}

Chief Executive Authority

We authorize the {{#ceo}}chief executive officer{{/ceo}}{{#ed}}executive director{{/ed}} to obligate the corporation in any respect relating to matters of the business of the corporation, including by entering agreements in the name of the corporation, within any budgets approved by the board. They may delegate that authority in their discretion.

Employer Identification Number

The officers will apply for an employer identification number from the Internal Revenue Service.

Fiscal Year

The fiscal year of the corporation will end on December 31 of each year.

Incorporation Expenses

Payment of Expenses

The corporation will pay the expenses of incorporation and organization of the corporation, as well as the expenses incurred forming the corporation.

Deduction of Expenses

The corporation elects to deduct currently its organizational expenses, as that term is defined by section 248 of the Internal Revenue Code of 1986, to the maximum extent provided in section 248, and to amortize the balance of its organizational expenses over a period of 180 months beginning with the month in which the corporation begins business. The officers are authorized and directed to take action to make this election.

Withholding Tax

The officers will consult with the bookkeepers, auditors, and attorneys of the corporation to become fully informed about, collect, and promptly pay, all withholding tax for which the corporation is now or becomes liable.

Qualifications to Do Business

The officers will take any steps they decide are necessary to qualify the corporation to do business as a foreign corporation in each state the officers think necessary or appropriate.

Indemnification Agreements

The corporation will enter into an indemnification agreement substantially in the form of the attached indemnification agreement with each of the corporation's present and future directors and officers.

Management of Fiscal Affairs

Accounts

At their discretion, the officers may choose and designate one or more banks or other financial institutions as depositories of the corporation's funds and open and maintain checking, savings, safe deposit, payroll, and other accounts in the name of the corporation with those depositories.

Standard Resolutions

We approve and adopt as our own resolutions any standard form of corporate banking or financial resolutions necessary to accomplish Accounts, so long as they show the people authorized to draw on accounts. The officers may sign, certify, and deliver copies of those resolutions to the financial institutions as the resolutions of the corporation.

{{#conflicts=yes}}

Conflicts of Interest

We adopt the attached conflicts of interest policy. {{/conflicts=yes}}

{{#charity}}

Application for Recognition of Tax Exemption

• It is in the best interests of the corporation to apply for Internal Revenue Service determination that the corporation is exempt from federal taxes under section 501(c)(3) of the Internet Revenue Code.

• The officers will prepare and file an application for recognition of exemption under section 501(c)(3) on behalf of the corporation, as soon as possible.

• The officers will prepare and file applications for recognition of tax exemption under the laws of any states they think appropriate, before or after receiving a favorable Internal Revenue Service determination.

Charitable Solicitation Registrations

The officers will take all steps they think necessary to register the corporation to solicit donations in each state the officers think necessary or appropriate. {{/charity}}

{{/project=initial}}

Ratification

We approve, adopt, ratify, and confirm all actions already taken by the incorporator, officers, and directors consistent with these resolutions.

Omnibus Resolution

We authorize each officer to:

• solicit appropriate consents or waivers, and take all other actions necessary or advisable, to carry out the intent and accomplish the purposes of these resolutions;

• sign and deliver all documents necessary or advisable to carry out the intent and accomplish the purposes of these resolutions; and

• effect any transactions contemplated by these resolutions.

Any of those actions will be conclusive evidence of board approval of those documents and all matters relating to those documents.