1. The Texas Business Corporation Law requires annual meetings to be held by corporations.

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Miles Jennings
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1 Corporate annual meetings- waiver of notice of meetings, notice of meetings, proxy for shareholders and minutes of the annual meeting of the directors and shareholders, Ratification by shareholders of business transacted at shareholders' meeting affidavit of mailing, inspectors report and oath of inspectors report Annual shareholder s meetings 1. The Texas Business Corporation Law requires annual meetings to be held by corporations. 2. The following forms are designed to comply with the requirements. 3. This form is a letter to a client advising him or her of the annual meeting. Note that the bylaws generally set a time for the annual meeting, ordinarily worded as, for example, "the first Tuesday in March."

2 Ratification and consent in lieu of annual meeting of board of directors 1. The following form may be used for the ratification and consent in lieu of holding an annual meeting. 2. The form allows the directors to ratify the actions taken by the officers and directors of the corporation for the previous year. The form is used when the annual meeting was not held.

3 Form: Ratification and consent in lieu of annual meeting of board of directors RATIFICATION AND CONSENT IN LIEU OF ANNUAL MEETING OF THE DIRECTORS Pursuant to Article 9.10 of the Texas Business Corporation Act, the undersigned, being all the directors of the corporation, do hereby unanimously consent to and ratify the action described below: Resolved, that the following persons are hereby elected to the positions set forth below, to serve for one year or until their successors are elected and qualify: President: Secretary: Treasurer: Resolved, that all of the proceedings of the board of directors and officers since the last meeting of the board of directors and all actions taken by the members of the board of directors or by the officers of the corporation for and on behalf of the corporation are hereby ratified and approved in all respects. Adopted by the Board of Directors on. Chairman -Director Director Secretary [Affix corporate seal]

4 Notice of annual meeting of shareholders 1. This notice complies with the bylaws of the corporation which require a specific period of notice of the annual meeting to be given to all shareholders of the corporation. 2. The notice should state the date of the meeting, time of the meeting, the place of the meeting and the purpose of the meeting. 3. A copy of the notice should also be included in the minutes. Attached to it should be an affidavit stating that it has been mailed by the secretary of the corporation. 4. Electronic transmissions may be utilized to carry out corporate functions. This includes notice. This is reflective of the expanded use of teleconferencing, internet conferencing/communication, and facsimiles. This should be addressed in the Certificate of Formation and/or Bylaws for these areas by either including them as authorized options or not including them. When using electronic transmissions for notice, it must be with the approval of the shareholder and should two attempts to provide notice by electronic transmission fail, the sender must use alternative means of notice.

5 Notice of the annual meeting of the board of directors NOTICE OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS Please be advised that the annual meeting of [Corporation s name] directors shall be held as follows: The date of the meeting is The time of the meeting is. The place of meeting is. The purpose of the meeting is to conduct all required business at the annual that may be required by law and to transact such other business as may be properly presented at the meeting. Dated: Secretary

6 WAIVER OF NOTICE OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS We, the undersigned directors hereby agree and consent that the annual meeting of the directors of Corporation shall be held as follows: The date of the meeting is The time of the meeting is. The place of meeting is. The purpose of the meeting is to conduct all required business at the annual that may be required by law and to transact such other business as may be properly presented at the meeting. Dated: _. Director Director Director

7 Minutes of annual meeting of board of directors 1. The primary purpose of this meeting is to elect corporate officers to serve during the coming year and to make such other decisions regarding the corporation's business as seems necessary. 2. Electronic transmissions may be utilized to carry out corporate functions. This includes meetings. This is reflective of the expanded use of teleconferencing, internet conferencing/communication, and facsimiles. The use of electronic transmission for meetings will still require that the minutes of the meetings can be reduced to written form when needed or requested.

8 Form: Minutes of annual meeting of board of directors MINUTES OF THE ANNUAL MEETING OF BOARD OF DIRECTORS 1. The annual meeting of Board of Directors of the corporation was held at [address], on. 2. The meeting was called to order by [name], the [specify office] of the Corporation. 3. The secretary thereafter reported to the Directors that the meeting had been called pursuant to [specify a notice of meeting and/or waiver of notice thereof] in accordance with the corporation's bylaws. It was ordered that a copy of the [specify notice and/or waiver of notice] be appended to the minutes of the meeting. 4. Directors present at such meeting, either in person or by conference--speaker telephone-- were [names], and constituted a quorum of the authorized number of Directors of the Corporation. There were no Directors absent from such meeting. Thereafter [name], the Chairman of the Board of Directors acted as chairman of the meeting and [name], Secretary of the Corporation, acted as Secretary of the meeting. 5. The chairman of the meeting stated that the appropriate number of Directors were present to conduct business for the Corporation. The chairman then stated that the meeting was complete and ready to transact any business presented therein at the meeting. 6. The secretary read the minutes of the last previous meeting of the Board of Directors which was conducted on. Thereafter on motion duly made, seconded and unanimously adopted, it was: RESOLVED that the minutes of the meeting of the Board of Directors conducted on, as read by the secretary be and are hereby approved in all respects and the secretary is directed to insert them in the Corporate Minute Book. 7. The first order of business was the election of corporate officers. Whereupon motion duly made, seconded and unanimously adopted, it was RESOLVED that the following persons are elected officers of the corporation to serve for one year or until their successors are elected and qualify: President [name] Vice President [name] Secretary [name] Treasurer [name]

9 8. The President then gave a general report of the business and finances of the corporation. The secretary then reported changes, if any, to the corporation's director s list since the last such report. 9. The Directors determined that the next Annual Meeting of the Shareholders and Directors which is required by law and by the Corporation's Bylaws to be held should be set. After discussion it was agreed that it should be most convenient for the meeting to be held on, at [time] and at [address]. Accordingly, upon Motion duly made, seconded and unanimously adopted, it was: RESOLVED, that the next annual meeting of the Directors of the Corporation be held on, at [time] at [address]. RESOLVED, further that in connection with the annual meeting, the Treasurer of the Corporation is hereby directed to compile and deliver to the Secretary of the Corporation for service upon each shareholder of the Corporation at least ten (10) days prior to the scheduled annual meeting, a full complete and clear statement of the business and condition of the Corporation including a balance sheet, income statement and surplus statement, all the same being prepared by generally accepted accounting principles. 10. Since the date of the last meeting of the Board of Directors, the President announced that numerous acts and transactions have been entered into on behalf of the Corporation by the Officers and Directors of the Corporation. Accordingly, since all of the actions and transactions may not have been reflected in the Corporate Minute Book of the Corporation, the Chairman announced that it was desirable that the Board confirm and ratify the actions of the Officers and Directors by appropriate ratification or resolution. Therefore by unanimous consent of all of the Directors, it was: RESOLVED, that all of the activities, obligations and transactions as they have been taken or made by the Offices or Directors of the Corporation since the date of the Corporation's inception be and they are hereby ratified and approved as authorized actions of the Corporation. 11. There being no further business conducted at the meeting upon Motion duly made, seconded and unanimously adopted, the meeting was adjourned at [time] on, and witness the official seal of the Corporation. (Seal) Adopted by the Board of Directors on. Chairman -Director

10 Director Secretary [Affix corporate seal]

11 Waiver of notice of annual meeting of shareholders 1. The following form is similar to the waiver of notice of the directors' meetings. It is used for the same reason. It justifies and permits noncompliance with the notice requirements as set forth in the Texas Business Corporations Act and the corporate bylaws. 2. The waiver of notice is routinely used in corporations where there are few shareholders. All shareholders must sign the waiver of notice in order for it to be effective. 3. The waiver of notice in the following form sets forth the date of the meeting, the time of the meeting, the place of the meeting and the purpose of the meeting, that is, to elect directors of the corporation and transact such other business that may come before the meeting. 4. Electronic transmissions may be utilized to carry out corporate functions. This includes waiver of notice. This is reflective of the expanded use of teleconferencing, internet conferencing/communication, and facsimiles. This should be addressed in the Articles of Incorporation and/or Bylaws for these areas by either including them as authorized options or not including them. When using electronic transmissions for waiver of notice, the corporation must require that the transmission contain within or be accompanied by information the will allow the corporation to verify the identity and authenticity of the sender.

12 Form: Waiver of notice of annual meeting of shareholders WAIVER OF NOTICE OF THE ANNUAL MEETING OF THE SHAREHOLDERS We, the undersigned shareholders, hereby agree and consent that the annual meeting of shareholders of Corporation shall be held as follows: The date of the meeting is The time of the meeting is. The place of meeting is. The purpose of the meeting shall be to elect directors of the corporation and to transact all such business as may lawfully come before the meeting and we hereby waive all notice requirements of the meeting and any adjournment thereof. Dated: _. Shareholder Shareholder Shareholder

13 Notice of annual meeting of shareholders NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Please take notice that the annual meeting of shareholders of [name], a Texas corporation, shall be held as follows: The date of the meeting is. The time of the meeting is. The place of the meeting is. The purpose of the meeting is to elect the board of directors and to transact such other business as may be properly presented at the meeting. The corporation shall close its transfer ledger from, to,. Dated:. Secretary

14 Form: Affidavit of mailing of notice of annual meeting of shareholders State of Texas County of AFFIDAVIT OF MAIL OF NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOW COMES,, who is known to me as [name], and upon being duly sworn according to law deposes and states: "I am the secretary of Corporation. On, I personally deposited in a post office box in the City of, County of, Texas, copies of the above notice of the annual meeting of shareholders. Each notice was enclosed in a securely sealed postage paid envelope. I have sent a copy of the notice to each person or company whose name or agent appears on the annexed share holders' list. The notice was mailed to the shareholder at the address stated in the shareholders' list." State of Texas County of Secretary Subscribed and sworn to before me on by. Signature of officer Notary's typed or printed name My commission expires: [or Notary's Stamp]

15 Proxy for annual meeting of shareholders 1. This form is used for the shareholders who wish to vote at the annual meeting but who do not believe that they will be able to attend. 2. The proxy is revocable at any time. A proxy need not be notarized although notarization lends credibility to the proxy in the event that a dispute arises regarding authenticity. 3. Electronic transmissions may be utilized to carry out corporate functions. This includes proxies. This is reflective of the expanded use of teleconferencing, internet conferencing/communication, and facsimiles. This should be addressed in the Articles of Incorporation for these areas by either including them as authorized options or not including them. When the corporation receives information by electronic transmission, as in voting and proxies, the corporation must require that within or accompanying the electronic transmission there is information whereby the corporation can authenticate the identity of the sender.

16 Form: Proxy for annual meeting of shareholders PROXY FOR ANNUAL MEETING OF SHAREHOLDERS I am the owner of the following number of shares in Corporation, a Texas corporation: [number]. 1. I hereby appoint and constitute [name] as my true and lawful attorney and proxy with full power of substitution and revocation, to attend and represent me at the annual meeting of shareholders of the Corporation. 2. The meeting shall be held on. My proxy shall act in my stead for and on my behalf to vote on any questions, proposition or resolution, or any other matter which may come before the meeting or any adjournment thereof upon which I would be entitled to vote if personally present. 3. This proxy is revocable at any time prior to its use at the meeting and shall be void, if I personally attend the meeting. Signed on. State of Texas County of Shareholder This instrument was acknowledged before me on by. Signature of officer Notary's typed or printed name My commission expires: [or Notary's Stamp]

17 Minutes of annual meeting of shareholders 1. This form is similar in content and scope to the minutes of the regular meeting of the board of directors except that it contains provisions for a more elaborate election procedure. The primary purposes of this meeting are to elect directors and to review the affairs of the corporation for the past year. 2. The minutes state the time, date and place that the annual meeting was held, who called the meeting to order, the reading of the notice or waiver, the role call of the shareholders, the shares owned and whether voted in person or by proxy, a report of business and finances of the corporation, nomination and election of directors, a report from the inspector, and the adjournment. 3. Electronic transmissions may be utilized to carry out corporate functions. This includes meetings. This is reflective of the expanded use of teleconferencing, internet conferencing/communication, and facsimiles. The use of electronic transmission for meetings will still require that the minutes of the meetings can be reduced to written form when needed or requested.

18 Form: Minutes of annual meeting of shareholders MINUTES OF THE ANNUAL MEETING OF SHAREHOLDERS The annual meeting of shareholders of the corporation was held at [time] on. 1. The meeting was called to order by [name], the [specify office] of the corporation. [name] was appointed secretary. 2. The secretary thereafter reported to the shareholders that the meeting had been called pursuant to [a notice of meeting and/or a waiver of notice thereof] in accordance with the corporation's bylaws. It was ordered that a copy of [the notice of meeting and/or the waiver of notice thereof] be appended to the minutes of the meeting. 3. The secretary then read the roll of shareholders from the corporation's stock transfer ledger. The following shareholders were present in person or by proxy. Shareholder Shares In Person By Proxy 4. Thereafter the chairman of the meeting stated that a majority of the total number of shares issued and outstanding was represented and that the meeting was complete and ready to transact any business before it. It was then ordered that proxies be appended to the minutes of the meeting. 5. The president then gave a general report of the business and finances of the corporation. The secretary then reported changes, if any, to the corporation's shareholders list since the last such report. 6. The chairman then stated that the election of directors of the corporation was now in order and the following were nominated as directors: [specify]. 7. Thereafter the chairman appointed as inspector of election. The inspector subscribed and verified the oath of office. 8. The oath of the inspector was then appended to the minutes of the meeting. A ballot was then taken, the vote was canvassed and the inspector of election reported the following votes had been cast as follows: Nominee for Director Number of Votes 9. Upon the tally of the vote the chairman declared the following nominees were duly elected as directors of Corporation to serve until the next annual meeting of shareholders or until successors are elected and qualify: [specify names of directors elected].

19 10. There being no further business, a motion to adjourn was presented and seconded, accordingly the meeting was adjourned. (Seal) Signed on. Approved: Secretary Chairman

20 Oath of inspectors of election 1. This form states that the inspectors will perform their duties at the corporation's annual meeting in accordance with proper accounting standards to the best of their ability and judgment. 2. For corporate annual meetings, the oath of inspector's report and ratification by shareholders forms are used in connection with the corporation's annual meeting and occur contemporaneously with the corporation's annual meeting.

21 Form: Oath of inspectors of election OATH OF INSPECTORS OF ELECTION We, the undersigned inspectors, being duly sworn, each for himself or herself deposes and states that he or she will faithfully, truly and honestly perform the duties of Inspector of Election of the election of directors of the Corporation to be held at the annual meeting of shareholders of the corporation on, with strict impartiality and according to the proper standards of accounting and to the best of [his or her] ability, understanding and judgment Signed on. Inspector of Election State of Texas County of Inspector of Election This instrument was acknowledged before me on by. Signature of officer Notary's typed or printed name My commission expires: [or Notary's Stamp]

22 Inspector's report 1. This form states that the election of the board of directors was conducted, and that the inspector tabulated the votes of the shareholders for the election and has attached the same to the corporate minutes.

23 Form: Inspector's report INSPECTOR'S REPORT I, the undersigned inspector of election, having faithfully and impartially conducted the election of directors, received and tabulated the votes of the shareholders for the election of Corporation's board of directors as set forth in these minutes. Signed on. Inspector of election

24 Ratification by shareholders of business transacted at shareholders' meeting 1. This form permits the shareholders to ratify all the corporate business transacted at the shareholders' meeting. 2. It recites their approval of the documents referred to in the ratification: waiver of notice, notice of meeting, proxies, oath of inspector of election, and inspector's report.

25 Form: Ratification by shareholders of business transacted at shareholders' meeting RATIFICATION BY SHAREHOLDERS We, the undersigned shareholders, or duly appointed assignees thereof, have read these minutes and hereby approve, ratify and confirm all corporate business transacted at the shareholders' meeting as the business has been reported herein. The following instruments have been attached to the corporate minutes: Waiver of notice Notice of meeting and affidavit of mailing Proxy(ies) Oath of inspector of election Inspector's report Signed on. Shareholder Shareholder

26 Ratification and consent in lieu of annual meeting of shareholders 1. The following form may be used for the ratification and consent in lieu of holding an annual meeting. 2. The form allows the shareholders to ratify the actions taken by the officers and directors of the corporation for the previous year. The form is used when the annual meeting was not held.

27 Form: Ratification and consent in lieu of annual meeting of shareholders RATIFICATION AND CONSENT IN LIEU OF ANNUAL MEETING OF THE SHAREHOLDERS 1. The undersigned, being all the Shareholders of the Corporation, do hereby unanimously consent to and ratify the action described below: 2. Resolved, that [names of directors] are each elected directors of the corporation to serve until the next annual meeting or until successors are elected and qualify. 3. Resolved, that all of the proceedings of the board of directors and officers since the last meeting of the shareholders of this corporation and all actions taken by the members of the board of directors or by the officers of the corporation for and on behalf of the corporation are hereby ratified and approved in all respects. Dated:. Shareholder Shareholder

BY-LAWS THE PHOENIX COMPANIES, INC.

BY-LAWS THE PHOENIX COMPANIES, INC. BY-LAWS OF THE PHOENIX COMPANIES, INC. As Adopted on November 13, 2000 Page 1 of 30 BY-LAWS OF THE PHOENIX COMPANIES, INC. ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting... 5 Section 1.02. Special