This document provides a template for a corporation's initial meeting of its board of directors. This template form contains standard language common to minutes for a corporation's first board of directors meeting, such as adoption of the articles of incorporation, adoption of bylaws, and appointment of corporate officers, as well as opportunities to insert optional language. This document can be modified to fit the needs of any corporation needing to record minutes for its initial board of directors meeting.
This document provides a template for a corporation's initial meeting of its board of directors. This template form contains standard language common to minutes for a corporation's first board of directors meeting, such as adoption of the articles of incorporation, adoption of bylaws, and appointment of corporate officers, as well as opportunities to insert optional language. This document can be modified to fit the needs of any corporation needing to record minutes for its initial board of directors meeting. MINUTES OF INITIAL MEETING OF THE DIRECTORS OF _____________________ [NAME OF COMPANY] The Board of Directors of ______ [name of the Company] __________ (“Company”) held its first meeting at its registered office, _______________ [mention registered address] _______________, on <date> commencing at <time> (the “Meeting”). PRESENT ______________________ [Chairman, Company Secretary, Directors present or Director’s represented by proxy] OPENING The Chairman opened the meeting, welcomed those present, announced that a quorum was present, either in person or by proxy, and that the meeting could conduct the business. The Chairman declared that the meeting was held pursuant to written waiver of notice of meeting, signed by each of the Directors. ELECTION OF CHAIR RESOLVED, that ___________________ [Name of the proposed Chair] be elected as Chairman of the Board of Directors of Company. ADOPTION OF ARTICLES OF INCORPORATION The Chairman then presented and read in the Meeting, a copy of Articles of Incorporation of Company and reported that the original has been filed with the office of the Secretary of the State for the State of ________ and that incorporation took place on the _____ day of ___________, ____ [Date of Incorporation]. Whereas, the following Directors have been appointed by the subscribers, under the terms provided in the Articles of Incorporation and each of the Directors has hereby consented to act as Director of the Company. [Mention list of Directors] RESOLVED, that the Article of Incorporation of Company, which has been presented to and reviewed by each Director, is hereby ratified and approved and that a certified copy of the Articles of Incorporation will be inserted by the Secretary in the minute book of Company and kept at the registered office of Company; © 2013 by Docstoc®, Inc. registered document proprietary, copy not 2 RESOLVED, that all actions taken on behalf of Company by the Incorporator are hereby ratified and affirmed. ADOPTION OF BYLAWS RESOLVED, that the form of Bylaws attached to the minutes is adopted as the Bylaws of Company; Further RESOLVED, that the Secretary of Company is authorized and directed to execute a certificate as to the adoption of the Bylaws by these resolutions, and to insert such certificate in the minute book of Company. APPOINTMENT OF OFFICERS RESOLVED, that the following persons are hereby elected to the following offices until such persons resign or are terminated or replaced by a duly authorized action of the Board: VICE CHAIRMAN: _______________ PRESIDENT: ____________________ VICE PRESIDENT: ________________ COMPANY SECRETARY: _________ TREASURER ____________________ CEO/CFO: _______________________ SEAL RESOLVED, that the corporate seal in the form, words, and figures impressed upon the last page of these minutes is adopted as the seal of Company. REGISTERED OFFICE RESOLVED, that the registered office for the transaction of business of Company shall be ______________________________________________________________. AUDITORS It was RESOLVED that _________________ shall be the Auditors of Company and the remuneration of the Auditors shall be fixed by the Directors. [If not appointed yet, write: The auditors of Company are yet to be appointed]. Or It was RESOLVED that Company would be a small company for accounting purposes and that it would not be necessary to appoint an Auditor. (Note: This exempts small companies © 2013 by Docstoc®, Inc. registered document proprietary, copy not 3 from having to comply with a provision of the Sarbanes-Oxley Act that requires companies hire auditors to examine their internal systems to ensure compliance with accounting reporting rules) SOLICITORS RESOLVED, that _________________ be the Solicitors of Company. [If not appointed yet, write: The solicitors of Company are yet to be appointed]. PUBLIC OFFICER It was RESOLVED that ________________ [Name of the proposed Public officer] be Public Officer of company. AGENT FOR SERVICE OF PROCESS RESOLVED, that _____ [name of the agent] be the agent for service of process of Company. BANK ACCOUNT RESOLVED, that the _______________________ [Name of the proposed bank] be the bank for Company. Further RESOLVED, that the then-current President and Secretary/Treasurer of Company, acting alone or together, are authorized to withdraw from and deposit to any such account, and transact any other business with respect thereto, and to borrow money from said bank on such terms and conditions as the officers may deem reasonable and appropriate. SHARE ALLOTMENT RESOLVED, that the Directors of Company are hereby authorized to issue at this time, shares of the authorized capital stock of Company to the following: [Mention allotment of shares] SHARE CERTIFICATES RESOLVED, that the form of share certificates prepared by attorney __________________ is approved and adopted and the Secretary of Company is directed to insert a specimen certificate in the Minute Book immediately following these minutes. RATIFICATION RESOLVED, that any and all acts taken and any and all agreements or other instruments executed on behalf of Company by any officer or officers of Company prior to the execution © 2013 by Docstoc®, Inc. registered document proprietary, copy not 4 hereof with regard to any of the transactions or agreements authorized or approved by any or all of the foregoing resolutions are ratified, confirmed, adopted, and approved. REGULAR MEETINGS RESOLVED, that the Board of Directors shall meet on the ___________________ [Day] of each month at ___________ [Time] at the Company’s registered office. TAXATION [Mention/outline taxation advice received] OTHER MATTERS [Mention any other matters discussed] CLOSURE: There being no further business to come before the meeting, upon motion duly made, seconded, and unanimously carried, the same was adjourned at <TIME> Signed as a true and correct record of the proceedings of the meeting. ____________________ [Chairman] Date: Corporate Seal: Attach the following: Written waiver of notice of meeting Articles of incorporation Bylaws Specimen Share certificate © 2013 by Docstoc®, Inc. registered document proprietary, copy not 5
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