Resolutions of the board of directors of a Massachusetts subsidiary corporation authorizing the acceptance of a Massachusetts parent corporation's contribution of assets or shares in exchange for shares of the subsidiary's common shares. These resolutions also authorize execution of a contribution agreement if used in connection with the parent's contribution. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.