# BAU FARM FOUNDATION
## Unanimous Written Consent of the Board of Directors
### In Lieu of a Meeting

**Effective date:** __________, 20__

The undersigned, being all of the directors then in office of **BAU Farm Foundation**, a North Carolina nonprofit corporation (the "Foundation"), acting pursuant to N.C. Gen. Stat. § 55A-8-21 and Article IV, Section 4.7 of the Bylaws of the Foundation, hereby take the following actions and adopt the following resolutions by unanimous written consent, with the same force and effect as if adopted at a duly called and held meeting of the Board of Directors.

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### Recitals

WHEREAS, the Board has reviewed the matters set forth below and determined that adopting the following resolutions is in the best interests of the Foundation and consistent with its charitable purposes; and

WHEREAS, all directors then in office have received and reviewed the underlying materials referenced herein;

NOW, THEREFORE, BE IT RESOLVED as follows:

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### Resolutions

**1. [Short caption of first action]**

RESOLVED, that __________.

FURTHER RESOLVED, that any officer of the Foundation is authorized and directed, in the name and on behalf of the Foundation, to take such further actions and execute and deliver such documents as such officer deems necessary or appropriate to carry out the intent of the foregoing resolution.

**2. [Short caption of second action]**

RESOLVED, that __________.

_(Add resolutions as needed.)_

**3. General authorization.**

RESOLVED, that the actions previously taken by the officers and directors of the Foundation in connection with the matters described above are ratified, confirmed, and approved in all respects.

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### Conflict-of-Interest Certification

Each undersigned director certifies that, with respect to the resolutions above, either (a) he or she has no Financial Interest as defined in Bylaws § 7.2, or (b) any such interest has been disclosed in writing to the Board, and the director has abstained from consenting to any resolution as to which he or she is an Interested Person. Abstentions are noted next to the signature below.

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### Effectiveness and Filing

This Consent is effective as of the effective date above, is being executed in counterparts (each of which is deemed an original), and shall be filed with the minutes of the Board pursuant to Bylaws § 4.7. Electronic signatures and email confirmations of assent shall have the same effect as original signatures.

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### Signatures

_All directors then in office must sign for this Consent to be effective._

____________________________  Date: __________
__________, Director
☐ Consents to all resolutions  ☐ Abstains as to Resolution # ___ (interest disclosed)

____________________________  Date: __________
__________, Director
☐ Consents to all resolutions  ☐ Abstains as to Resolution # ___ (interest disclosed)

____________________________  Date: __________
__________, Director
☐ Consents to all resolutions  ☐ Abstains as to Resolution # ___ (interest disclosed)

____________________________  Date: __________
__________, Director
☐ Consents to all resolutions  ☐ Abstains as to Resolution # ___ (interest disclosed)

____________________________  Date: __________
__________, Director
☐ Consents to all resolutions  ☐ Abstains as to Resolution # ___ (interest disclosed)

_(Add signature blocks to match the number of directors then in office.)_

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### Secretary's Certification

I, __________, Secretary of BAU Farm Foundation, certify that (a) the foregoing is a true and correct copy of the Unanimous Written Consent of the Board of Directors adopted as of the effective date above, (b) all directors then in office signed the Consent, and (c) the Consent has been filed with the minute book of the Foundation.


____________________________  Date: __________
__________, Secretary