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
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”).
______________________ [Chairman, Company Secretary, Directors present or
Director’s represented by proxy]
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;
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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
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: _______________
VICE PRESIDENT: ________________
COMPANY SECRETARY: _________
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.
RESOLVED, that the registered office for the transaction of business of Company shall
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].
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
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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)
RESOLVED, that _________________ be the Solicitors of Company. [If not appointed
yet, write: The solicitors of Company are yet to be appointed].
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
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.
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]
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.
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
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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.
RESOLVED, that the Board of Directors shall meet on the ___________________ [Day]
of each month at ___________ [Time] at the Company’s registered office.
[Mention/outline taxation advice received]
[Mention any other matters discussed]
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.
Attach the following:
Written waiver of notice of meeting
Articles of incorporation
Specimen Share certificate
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