BOARD RESOLUTION FOR SHARE TOKENIZATION
[COMPANY NAME]
A [STATE] Corporation
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
IN LIEU OF A MEETING
Dated: _________, 202
The undersigned, constituting all of the members of the Board of Directors (the "Board") of [COMPANY NAME], a [State] corporation (the "Corporation"), hereby adopt the following resolutions by unanimous written consent in accordance with [State Corporate Law Section] and the Corporation's Bylaws:
WHEREAS, the Corporation desires to enhance liquidity for its shareholders through participation in an innovative tokenization program operated by OTC Meme Corp.; and
WHEREAS, the Board has reviewed and considered the structure whereby the Corporation will create special preferred shares to be permanently deposited with Empire Stock Transfer, a SEC-registered transfer agent, which will back meme tokens for community trading; and
WHEREAS, the Board has determined that providing shareholders and the public with enhanced liquidity options through this tokenization program is in the best interests of the Corporation and its shareholders;
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
1. AUTHORIZATION OF SERIES "M" PREFERRED STOCK
RESOLVED, that the Corporation shall create and designate ONE BILLION (1,000,000,000) shares of Series "M" Preferred Stock with the following permanent and immutable characteristics:
Specifications:
- Fixed Quantity: Exactly 1,000,000,000 shares (permanent and unchangeable)
- Par Value: $0.0001 per share
- Aggregate Par Value: $100,000
- Conversion Feature: Convertible to Common Stock at a ratio to be adjusted for corporate actions
- Voting Rights: No voting rights except as required by law
- Dividend Rights: No dividend or distribution rights
- Liquidation Rights: No liquidation preference or participation rights
- Economic Rights: No economic participation in the Corporation
Immunity Provisions:
RESOLVED, that the Series "M" Preferred Stock shall be COMPLETELY IMMUNE from all corporate actions:
- If the Corporation executes any forward split, the Series "M" shares remain at 1,000,000,000
- If the Corporation executes any reverse split, the Series "M" shares remain at 1,000,000,000
- The conversion ratio to common stock shall adjust proportionally while share count remains fixed
- No consolidation, subdivision, or reclassification shall affect the Series "M" share count
2. IRREVOCABLE DEPOSIT WITH EMPIRE STOCK TRANSFER
RESOLVED, that the Corporation shall PERMANENTLY AND IRREVOCABLY deposit all 1,000,000,000 shares of Series "M" Preferred Stock with Empire Stock Transfer pursuant to the following terms:
The Board Acknowledges and Agrees:
- This deposit is PERMANENT and IRREVOCABLE
- The Corporation has NO RIGHT to reclaim, retrieve, or cancel these shares
- The shares are FOREVER removed from the Corporation's control
- This constitutes a permanent commitment for tokenization purposes
- The Corporation waives any and all rights to these shares in perpetuity
- Empire Stock Transfer shall hold these shares exclusively for token backing
Restrictive Legend:
RESOLVED, that all Series "M" share certificates shall bear the following legend:
"These 1,000,000,000 Series "M" Preferred Shares are IRREVOCABLY committed to tokenization, PERMANENTLY deposited with Empire Stock Transfer, IMMUNE to all corporate actions, and can NEVER be recalled by the Corporation."
3. TRIPARTITE AGREEMENT AUTHORIZATION
RESOLVED, that the Corporation's officers are authorized to execute a Tripartite Agreement with:
- OTC Meme Corp. (Platform Operator)
- Empire Stock Transfer (Custodian)
Key Terms to Include:
- Permanent deposit of 1,000,000,000 Series "M" shares
- Authorization for 1:1 meme token creation (1,000,000,000 tokens)
- Platform fee structure: 0.04% to OTC Meme Corp., 0.01% to Empire Stock Transfer
- Corporation's commitment to purchase 40-60% of tokens at initial offering
- Prohibition on Corporation redeeming tokens for shares
- Smart contract enforcement of all restrictions
4. TOKEN PURCHASE COMMITMENT AND ACKNOWLEDGMENTS
RESOLVED, that the Corporation shall purchase between 40% and 60% of the meme tokens immediately upon their creation, with such purchase to be made at the initial bonding curve price, and the Board acknowledges:
Token Nature and Regulatory Status:
- The meme tokens are entertainment and cultural collectibles
- The tokens are NOT securities under federal securities laws
- The tokens are purchased for community liquidity support, not investment
- Value derives from market sentiment and speculative trading
- The tokens have no utility function within the Corporation
- Rule 144 does NOT apply to token transactions
Treasury Management:
- The Treasurer is authorized to allocate up to $__________ for token purchase
- Tokens may be used for community incentives and liquidity provision
- The Corporation CANNOT use tokens to reclaim deposited shares
- Token holdings must be transparently disclosed
- No market manipulation permitted
5. PROTECTIVE CONVERSION PROVISIONS
RESOLVED, that upon occurrence of any of the following trigger events, the Series "M" Preferred Stock shall automatically convert to Common Stock:
Trigger Events:
- Filing of any bankruptcy petition by or against the Corporation
- SEC enforcement action against the Corporation
- Criminal indictment or conviction of the Corporation or its officers
- Loss of transfer agent services
- Failure to maintain corporate good standing
- Delisting from any exchange or quotation system
Post-Trigger Status:
6. OFFICER AUTHORIZATIONS
RESOLVED, that the Corporation's officers are hereby authorized and directed to:
Documentation:
- Prepare and file a Certificate of Designation with the Secretary of State
- Execute all agreements with OTC Meme Corp. and Empire Stock Transfer
- Deliver share certificates to Empire Stock Transfer
- Establish digital wallet for token holdings
- File any required regulatory notices
Professional Services:
- Engage qualified securities counsel for legal review
- Obtain legal opinion confirming non-security status of tokens
- Retain accounting services as needed
- Engage other professionals as necessary
Compliance:
- Implement all required KYC/AML procedures
- Maintain full regulatory compliance
- Provide all necessary disclosures to shareholders
- Cooperate with platform compliance requirements
7. ACKNOWLEDGMENTS, WARRANTIES AND INDEMNIFICATION
Board Acknowledgments:
THE BOARD HEREBY ACKNOWLEDGES:
- The deposit of Series "M" shares is PERMANENT AND IRREVOCABLE
- This action is taken for the benefit of all shareholders
- The Corporation FOREVER RELINQUISHES control of deposited shares
- Tokens are entertainment assets, not investment securities
- The Board has been fully informed of all material aspects
- This decision represents the Board's business judgment
- No expectation exists for profit from token appreciation
Representations and Warranties:
THE CORPORATION REPRESENTS AND WARRANTS:
- Full corporate power and authority exists for these actions
- No violation of law, regulation, or agreement will result
- The Corporation is in good standing
- Shares are validly issuable, fully paid and non-assessable
- No liens or encumbrances exist on the shares
- All corporate approvals have been obtained
Indemnification:
RESOLVED, that the Corporation shall indemnify and hold harmless its directors, officers, and agents from any claims arising from the good faith execution of this tokenization program, to the fullest extent permitted by law.
8. GENERAL PROVISIONS
RESOLVED, that:
- All actions previously taken consistent with these resolutions are ratified
- These resolutions are effective immediately upon execution
- Officers may take all further actions necessary to implement these resolutions
- These resolutions may be executed in counterparts
- Electronic signatures are valid and binding
FURTHER RESOLVED, that the Secretary shall file a certified copy of these resolutions with the corporate minute book and provide certified copies to OTC Meme Corp. and Empire Stock Transfer.
DIRECTOR SIGNATURES
IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of the date first written above, and affirm under penalty of perjury that they have reviewed, understood, and approve all resolutions contained herein.
[Name]
Director
Date: _______________
[Name]
Director
Date: _______________
[Name]
Director
Date: _______________
[Additional signature lines as needed]
SECRETARY'S CERTIFICATE
STATE OF [STATE]
COUNTY OF [COUNTY]
I, [Name], Secretary of [Company Name], a [State] corporation, hereby certify that:
- The foregoing constitutes a true, correct, and complete copy of resolutions duly adopted by unanimous written consent of the Board of Directors on _________, 202.
- Such resolutions have not been amended, modified, or revoked and remain in full force and effect as of the date hereof.
- The persons whose signatures appear above constitute all of the directors of the Corporation and have full authority to act on behalf of the Corporation.
- The Series "M" Preferred Stock authorized herein is within the authorized capital of the Corporation and its creation has been properly approved.
- Attached hereto as Exhibit A is a true copy of the Certificate of Designation to be filed with the Secretary of State.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Corporation this _____ day of _________, 202.
[Name]
Corporate Secretary
[CORPORATE SEAL]
EXHIBIT A: CERTIFICATE OF DESIGNATION
[Attach Certificate of Designation for Series "M" Preferred Stock]
END OF RESOLUTION
Document Control:
- Version: 1.0 - Standard Template
- Date: August 2025
- Classification: Board Confidential
- Legal Review: Required before execution
- Filing Requirements: State Secretary of State, Corporate Minutes, OTC Meme Corp., Empire Stock Transfer