Minutes of First Meeting of Board of Directors of (Name of Corporation)
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					      Minutes of First Meeting of Board of Directors of (Name of Corporation)

The first meeting of the Directors named in the Articles of Incorporation of (Name of
Corporation), a (Name of State) corporation, was held at (street address, city, state, zip
code), on (date), at (time of meeting).

1.     Present and Absent Directors. Present at the meeting, and constituting a
quorum of the full board were the following persons: (Names of Present Directors).
The following persons were absent: (Names of Absent Directors).

2.     Temporary Presiding Officer and Secretary. On motion and by unanimous
vote (Name of Temporary Presiding Officer) was elected Temporary Presiding Officer,
and (Name of Temporary Secretary) was appointed Temporary Secretary of the

3.     Call and Notice of Meeting. The Temporary Presiding Officer announced that
this meeting was held pursuant to a call signed by a majority of the Directors, for the
purpose of adopting Bylaws, electing officers, and transacting such other business as
may come before the meeting, and that written notice of the time and place of the
meeting had been sent to each Director by prepaid mail at least (number) days before
the meeting; and, on motion duly made, seconded, and unanimously carried, a copy of
the call and notice was made a part of the minutes of the meeting.

4.      Filing of Certificate of Incorporation. It was reported by the Temporary
Presiding Officer that the original Articles of Incorporation were filed with the (Title of
Official) on (date), and that a copy of the Articles certified by the (Title of Official) was
filed in the office of the County Clerk of (Name of County), (Name of State), on (date). A
certified copy of the Articles of Incorporation showing the above filing was delivered to
the Temporary Secretary, with directions to insert it in the minute book of the

5.     Adoption of Bylaws. Bylaws prepared by the attorney of the Corporation were
presented by the Acting Secretary. On Motion made, seconded, and unanimously
carried, the following Resolution was adopted:

Whereas, no Bylaws have been adopted governing the conduct of the Board of
Directors; and

Whereas, the Bylaws presented to this Meeting are suitable for the purpose and their
adoption is in the best interest of the Corporation;

Now, therefore, for these reasons it is now resolved that the Bylaws presented to this
Meeting become the Bylaws of this Corporation effective immediately.

It is Further Resolved that the Bylaws be authenticated as such by the Certificate of
the Secretary of this Corporation and placed in the Minute Book of the Corporation, and
that a full and true copy of the Bylaws, certified by the Secretary, be kept at the principal
office of the Corporation for inspection by the Shareholders at all reasonable times
during business hours.

6.     Election of Officers. The Temporary Presiding Officer announced that the
Bylaws provided for the election of a President, a Vice President, a Secretary, and a
Treasurer. An election to fill these various offices was held and the following were
declared by the Temporary Presiding Officer to be elected to the respective offices
indicted after the names of each for the term provided in the regulations:

Names of Officers                          Office
(Name of President)                        President
(Name of Vice President)                   Vice President
(Name of Secretary)                        Secretary
(Name of Treasurer)                        Treasurer

Each elected officer was present at the meeting and assumed the duties of his or her
position. The President replaced the Temporary Presiding Officer, and the Secretary
replaced the Temporary Secretary of the meeting.

7.    Bond for Treasurer. On Motion made, seconded, and unanimously carried, it
was resolved that the Treasurer be required to give a Corporate Surety Bond of
$__________ before entering on the duties of his office, and that the Board of Directors
be authorized to approve the bond as to sufficiency and form.

8.     Salaries of Officers. The President asked that the meeting take appropriate
action to fix salaries for the Officers of the Corporation. Each Officer who was a Director
abstained from all participation in the action fixing the salary attached to the office, and
his or her interest was stated to the meeting. After motion made, seconded, and
unanimously carried, the following was adopted:

It is Resolved:
That, until further action by the Board of Directors, the annual salaries of its elective
officers be as set forth below, opposite the title of the position:

President                                    $ _______________
Vice President                               $ _______________
Secretary                                    $ _______________
Treasurer                                    $ _______________

It is further resolved that the salaries of the respective officers be paid on the (day) of
each month.

9.     Adoption of Seal. On motion duly made, seconded, and unanimously carried, it
was resolved that the Corporation adopt as its seal the words, figures, and design
impressed on this document consisting of (description of seal) with the words (Name of
Corporation) and the words and figures “Incorporated on (date), State of (Name of

10.    Form of Share Certificate. On motion duly made, seconded, and unanimously
carried, a proposed form of share certificate presented to the meeting by the President
was approved and adopted, and the Secretary was instructed to insert a copy of the
share certificate in the Minute Book immediately following the recordation of this action.

11.   Issuance of Shares. On Motion duly made and seconded, the following
Resolution was unanimously adopted:

       This Corporation is authorized, in its Articles of Incorporation, to
       issue an aggregate of (number) shares of stock of the par value
       of $__________ per share. For this reason it is now resolved that
       the President and Secretary are authorized and directed to prepare
       and file a verified application with the (Title of Official) of (Name of
       State) for a permit authorizing the Corporation to sell and issue not
       to exceed (number) shares of its stock of the par value of $ _________
       per share for cash to the following persons: (Names and Addresses of

It is Further Resolved:

       That on the issuance of a permit authorizing the sale of these shares,
       the President, or the Vice President, and the Secretary are authorized
       and directed to sell and issue shares of stock to the persons, in the amounts,
       and for the consideration stated, all in compliance, however, with the terms
       and conditi
Shared By:
Description: An organizational meeting of the initial directors is usually required by the corporation laws.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),