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UNANIMOUS JOINT RESOLUTIONS <br />OF THE BOARD OF DIRECTORS AND SOLE SHAREHOLDER <br />OF EAC CONSULTING, INC. <br />IN LIEU OF A SPECIAL MEETING <br />Effective August_, 2015 <br />Pursuant to the Florida Business Corporation Act, the undersigned, being all of the <br />Directors and the sole Shareholder of EAC CONSULTING, INC., a Florida corporation (the <br />"Corporation"), do hereby consent to and adopt the following resolutions in lieu of holding a <br />meeting, waive any notice and direct that this action be filed with the records of the Corporation. <br />WHEREAS, the undersigned desire to amend and restate the Articles oflncorporation and <br />the By-laws of the Corporation; <br />WHEREAS, the undersigned have determined that it is advisable, desirable and in the best <br />interests of the Corporation to so amend the Corporation's Articles oflncorporation and By-laws; <br />WHEREAS, immediately following the filing of the Amended and Restated Articles, the <br />undersigned desire to effectuate an eight hundred for one stock split for its common stock, $0.01 <br />par value per share (the "Common Stock") such that upon such stock split, Enrique A. Crooks <br />shall own 80,000 shares of Common Stock which shall constitute all of the outstanding capital <br />stock of the Corporation (the "Stock Split"); and <br />WHEREAS, the Directors desire to appoint officers of the Corporation. <br />NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated Articles of <br />Incorporation as previously provided to the undersigned, are hereby approved, adopted and <br />ratified; <br />FURTHER RESOLVED, that the Corporation is authorized and directed to file the <br />Amended and Restated Articles of Incorporation with the Florida Secretary of State; <br />FURTHER RESOLVED, that the Amended and Restated By-laws as previously provided <br />to the Directors, are hereby approved, adopted and ratified by the Directors; <br />FURTHER RESOLVED, that the Stock Split is hereby approved, adopted and ratified; <br />FURTHER RESOLVED, that any and all prior acts of the Board of Directors and officers <br />of the Corporation are hereby ratified, approved and confirmed in all respects as the acts and deeds <br />of the Corporation; <br />{M2979289;5} <br />28