WRITTEN ACTION OF THE BOARD OF GOVERNORS
OF
[COMPANY], LLC
__________________________________________________
The undersigned, being the sole member of the Board of Governors of [COMPANY],
LLC, a Minnesota limited liability company (the “Company”), does hereby vote in favor of the
following resolutions as a written action without meeting of the governors as permitted by the
Company’s Member Control Agreement and direct that this written action be filed with the
minutes of the proceedings of the Company:
WHEREAS, all Officers of the Company have resigned or disassociated from the
Company and the Company needs new officers;
WHEREAS, the Company has had judgment entered against it and in favor of
____________________________ in the amount of $_________________;
WHEREAS, ____________________________ has agreed to settle in part the Company’s
liability to ____________________________ in exchange for an assignment of the Company’s
legal claims pursuant to a written Settlement Agreement with effective date ________________,
20___;
WHEREAS, the Board of Governors has determined that this agreement with
____________________________ is in the best interests of the Company; and
NOW, THEREFORE, BE IT
RESOLVED, that ____________________________ is appointed as the Company’s Chief
Manager, Treasurer, and Secretary until his successor shall be appointed by the Board;
RESOLVED, that the Settlement Agreement with ____________________________ with
effective date ________________, 20___ is approved and the Chief Manager may take such
actions necessary to execute the same;
The undersigned, by affixing their signatures hereto, do hereby consent to, vote in favor
of and approve the foregoing resolutions in their capacity as members of the Company and waive
any and all requirements of notice.
Approved and made effective this _____ day of _________ 20___.
[GOVERNOR], Sole Governor
_____________________________
WRITTEN CONSENT
OF THE BOARD OF GOVERNORS
OF
[COMPANY], LLC
The undersigned, being all of the Governors of [COMPANY, LLC., a Minnesota
limited liability company (the “Company”), do hereby take the following action and adopt the
following resolutions by written consent, in lieu of a special meeting, on the _____day of
___________, 20___:
WHEREAS, the undersigned constitute all the members of the Board of Governors of
the Company; and
WHEREAS, the Company intends to sell to ____________________________, the
property commonly known as ________________________________________________________.
NOW, THEREFORE, BE IT:
RESOLVED, that the Governors signing below approve and authorize the sale and
direct the Chief Manager to proceed accordingly.
RESOLVED, that this Written Consent be filed with the minutes of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Written Consent of the
Board of Governors as of the date and year first above written.
___________________________
[NAME], Governor
___________________________
[NAME], Governor
WRITTEN RESOLUTION AND ACTION OF
THE MEMBERS AND BOARD OF GOVERNORS
OF
[COMPANY], LLC
This written resolution and action of the Members and Board of Governors of [COMPANY],
LLC, (“Company”) is made pursuant to the Minnesota Limited Liability Company Act, and is effective
as of ___________________, 20___.
WHEREAS, the Company desires to purchase the assets and liabilities of
____________________________, located at ______________________________________________,
as set forth in a certain Asset Purchase Agreement dated _________________, 20___; and
WHEREAS, the Members of the Company have consulted with their accountants and legal
counsel and review the Asset Purchase Agreement and accompanying documents, and based upon their
own business judgment believe that it is in the best interest of the Company to purchase said assets and
liabilities. The Members also acknowledge that the only way for the Company to complete the transaction
is through seller financing from ____________________________; and
WHEREAS, the Members of the Company and the Board of Governors, by a unanimous vote,
authorize the Company to enter into and execute said Asset Purchase Agreement and to execute the loan
documents relative to seller financing ____________________________; and
WHEREAS, ____________ and ____________ make up the entire the Board of Governors of
the Company and they hold the following officer positions in the Company:
[NAME] – President, Chief Manager
[NAME] – Vice President, Secretary, and Treasurer,
and are vested with the authority and power to act on behalf of the Company.
RESOLVED, the Board of Governors hereby authorizes _____________ or _____________ to
act on behalf of the Company and grants them the power to execute any and all documents, including loan
documents, which are required to purchase the assets and liabilities of ____________________________
as described in said Asset Purchase Agreement.
IT IS FURTHER RESOLVED, the Company shall abide by the terms and conditions contained
in the Asset Purchase Agreement and loan documents, and the Company shall not make any resolution
which shall violate the terms of the Asset Purchase Agreement or the loan documents unless the term of
the ____________________________ loan expires or said loan is paid off in its entirety or approved by
____________________________ or its assigns.
IT IS FURTHER RESOLVED, the Company shall not enact or pass any resolution which
would violate the terms and conditions listed in Exhibit A, which is attached hereto.
________________________________________________
[NAME], Member, Governor, President
_______________________________________________
[NAME], Member, Governor, Vice President