Consent of Shareholders to Sale or Lease

CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT-THIS INSTRUMENT SHOULD BE USED BY LAWYERS ONLY.
Title No.
STATE OF NEW YORK )
COUNTY OF ) ss.:
I,
being duly sworn say:
I reside at
I am the secretary of
(Use either A or B below by deleting that portion which does not apply)
A) (To be used for corporations in existence on February 22, 1998 in which the certificate of incorporation
provides for a majority of the votes of all outstanding shares entitled to vote thereon , or for corporations
incorporated after February 22, 1998.)
The certificate of incorporation does not require, and it has not been amended to require, the consent of
more than a majority of the shareholders nor the consent of more than a majority of a quorum of directors of said
corporation to any sale/lease by the corporation of all or any part of its real property.
At a meeting held on , , of the shareholders of said corporation duly
called for the purpose of authorizing the sale/lease of real property owned by the corporation, of which due notice
was given, more than a majority of the total number of shareholders by vote, adopted the following resolution:
----------------------------------------------------------------------------------
B) (To be used for corporations in existence on February 22, 1998 other than those referred to in A above.)
The certificate of incorporation does not require, and it has not been amended to require, the consent of
more than two-thirds of the shareholders nor the consent of more than a majority of a quorum of directors of said
corporation to any sale/lease by the corporation of all or any part of its real property.
At a meeting held on , , of the shareholders of said corporation duly
called for the purpose of authorizing the sale/lease of real property owned by the corporation of which due notice
was given, more than two-thirds of the total number of shareholders by vote, adopted the following resolution:
----------------------------------------------------------------------------------
RESOLVED, That the corporation sell/lease its real property at
on such terms as the board of directors of
the corporation may determine.
The board of directors of the corporation has duly authorized said sale/lease.
This affidavit is made to induce
to accept a deed/lease to the above mentioned premises and any title insurance company to insure the title thereto.
_________________________________
Sworn to before me this
day of ,
___________________________
Notary Public
NOTE: See Section 909 of the Business Corporation Law. The deed or lease should contain the following recital: “This (conveyance)(lease)
has been made with the consent of at least (two-thirds)(a majority) of the outstanding shares of the party of the first part entitled to
vote thereon obtained at a meeting duly called.”
Use this form where consent of shareholders was obtained at a meeting. If unanimous consent in writing was
obtained, use the form on the reverse side.
Distributed by
THE JUDICIAL TITLE INSURANCE AGENCY LLC
550 MAMARONECK AVENUE
HARRISON, NY 10528
914-381-6700 w 800-281-TITLE
B-3321 Affidavit of Shareholders’ Vote and Directors’ Resolution Authorizing a Sale or Lease of Corporation Property
Page 2/2
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