First Organizational Meeting Minutes

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					First Organizational Meeting
Minutes
This document provides the minutes of the first shareholder meeting of a newly formed
corporation. Many important tasks occur at the first shareholder meeting, including
election of directors and officers, the identity of the incorporator, certification of the filing
of the articles of incorporation, adoption of corporate bylaws, and principal office
location. This document is ideal for a newly formed corporation to ensure the necessary
objectives and goals are achieved in the first shareholder meeting.
             MINUTES OF THE FIRST ORGANIZATIONAL MEETING
                           OF THE INCORPORATOR OF
        ________________ [Instructions: Insert the Corporation’s name in all caps]

The undersigned, being the Incorporator named in the Articles of Incorporation of
__________________ [Instructions: Insert the Corporation’s name] (the “Corporation”), duly
formed by the filing of said Articles of Incorporation in the office of the ___________________
[Instructions: Insert the state of incorporation] Secretary of State on the ________________
[Instructions: Insert the date of incorporation] and desiring to hold the first organizational
meeting for the purpose of completing the organization of its affairs, in accordance with the
powers conferred upon Incorporators by the laws of the State of _____________ [Instructions:
Insert the state of incorporation] held such meeting at ___________________________,
[Instructions: Insert the meeting’s address] on _____________________ [Instructions:
Insert the meeting’s date] at ________________. [Instructions: Insert the meeting’s time]

Present at this session of the meeting is ___________________, [Instructions: Insert the
incorporator’s name] being the Incorporator named in the Articles of Incorporation of the
Corporation. Also present, is ___________________________. [Instructions: Insert the name
of any directors present]

On motion and by unanimous vote, ________________ [Instructions: Insert the temporary
chairman’s name] was elected temporary Chairman, and ________________ [Instructions:
Insert the temporary secretary’s name] was elected temporary Secretary of the meeting.

1. ARTICLES OF INCORPORATION FILED

The temporary Chairman stated that the original Articles of the Incorporation of the Corporation
have been filed in the office of the Secretary of the State of ________________ [Instructions:
Insert the state of incorporation] and had been assigned the following filing date and State
Corporation filing number:

       Official Filing Date:        ________________ [Instructions: Insert the date]

       Official Filing Number:      ________________ [Instructions: Insert filing number]

The temporary Chairman presented to the meeting a certified copy of said Articles of
Incorporation, showing filings as stated and the temporary Secretary was directed to insert said
copy in the Book of Minutes of the Corporation.

2. BY-LAWS

The matter of the adoption of By-Laws for the regulation of the affairs of the Corporation was
next considered. The temporary Secretary presented to the meeting a form of By-Laws which
were duly considered and discussed. On motion duly made and unanimously carried, the
following resolutions were adopted:




                                                                                              1
RESOLVED, that the By-laws of the Corporation, which have been presented to this meeting
and reviewed and discussed thereat, be, and hereby are adopted and approved as the By-Laws of
the Corporation.

RESOLVED FURTHER, that the temporary Secretary of this Corporation be and hereby is
authorized and directed to execute a certified copy of the adoption of said By-Laws and to insert
said By-Laws as so certified in the Book of Minutes of this Corporation, and to see that a copy of
said By-Laws, similarly certified, is kept at the principal office for the transaction of business of
this Corporation, in accordance with the laws of the State of _______________. [Instructions:
Insert the state of incorporation]

3. ELECTION OF DIRECTORS

The temporary Chairman stated that the By-Laws adopted by the Corporation provided that the
number of Directors shall be ________________ (____). [Instructions: Insert the number of
directors as specified in the By-Laws]

The temporary Chairman advised that the Incorporator on motion and by unanimous vote had
elected the following persons as the first Directors of the Corporation to serve until successors
are duly elected pursuant to the By-Laws, or until resignation or removal, as the case may be,
and effective upon their acceptance or their position, to exercise the powers of further
organization and direction of the Corporation. Each of the newly elected Directors signified
acceptance:

DIRECTOR NAME                                      SIGNATURE

________________ [Instructions: Insert             ____________________________
name]

________________ [Instructions: Insert             ____________________________
name]

________________ [Instructions: Insert             ____________________________
name]

4. RATIFICATION OF ACTS OF INCORPORATOR

In recognition of action taken by Incorporator on behalf of the Corporation to date, it is:

RESOLVED, that this Board of Directors hereby ratifies any and all actions taken to date by the
Incorporator of this Corporation in connection with the incorporation and organization of the
Corporation.

5. WAIVER




                                                                                                   2
Present at this session of said meeting, in addition to the Incorporator were the Directors duly
elected herein. In the interests of maintaining continuity of action, the Directors waived notice
of said organizational meeting, took their place and the meeting then proceeded further.

The temporary Chairman announced that the meeting was held pursuant to the written Waiver of
Notice and Consent thereto and was signed by all of the participants and upon motion made and
unanimously carried, was made a part of the records of the meeting, and now precedes the
minutes of this meeting in the book of minutes of the Corporation.

6. RESIGNATION OF INCORPORATOR

The temporary Chairman advised that the Incorporator having completed the necessary steps in
organizing the Corporation and having elected the appropriate number of Directors to carry
forward the management of the Corporation now wished to submit his resignation.

The undersigned Incorporator herewith tenders his resignation:


                       _______________________________
                       ________________ [Instruction: Insert the incorporator’s name]

The temporary Chairman stated that the Incorporator's tasks had now been accomplished and
upon motion duly made and recorded, said resignation was accepted.

7. ELECTION OF OFFICERS

The meeting then proceeded to the election of officers. The following were duly elected to serve
as an officer of the Corporation, to hold the following office or offices until the next annual
meeting of the Board of Directors, or until the officer’s earlier resignation or removal or until the
officer’s successor shall be duly chosen and shall qualify:

            Name                                         Office
            ________________ [Instruction: Insert President
            name]
            ________________ [Instruction: Insert Vice President
            name]
            ________________ [Instruction: Insert Secretary
            name]
            ________________ [Instruction: Insert Treasurer
            name]

Each officer so elected being present accepted his or her office, and thereafter, the President
presided at the meeting as Chairman, and the Secretary acted as Secretary of the meeting.



                                                                                                   3
8. CORPORATE SEAL

The Secretary presented for approval of the meeting a proposed seal of the Corporation, in the
form as follows:




                         [Instructions: Insert the Corporation’s seal]




On motion duly made and unanimously carried, the following resolution was adopted:

RESOLVED, that the seal containing the name of the Corporation, an impression of which is
affixed in the space below, shall be, and hereby is adopted and approved as the corporate seal of
the Corporation.

9. ADOPTION OF FORM OF COMMON STOCK CERTIFICATE

RESOLVED, that the form of stock certificate to evidence ownership of shares of common
stock of the Corporation which has been presented and reviewed by each Director of the
Corporation shall be, and hereby is, adopted and approved as the form of stock certificate for the
shares of Common Stock of the Corporation and a sample thereof shall be inserted in the minute
book of the Corporation.

10. ORGANIZATIONAL EXPENSES

In order to provide for the payment of expenses of incorporation and organization of the
Corporation, on motion duly made and unanimously carried, the following resolution was
adopted:

RESOLVED, that the attorneys’ fees, filing fees and other expenses and charges incurred and
that may be incurred by the Corporation or persons acting on behalf of the Corporation in
connection with the formation of the Corporation are reasonable and shall be paid or reimbursed
by the Corporation.

11. FISCAL ACCOUNTING YEAR

The Chairman suggested that the meeting consider the adoption of an accounting year, either
fiscal or calendar, so that the Franchise Tax Board could be notified thereof. On motion duly
made, seconded and unanimously carried, the following resolution was adopted:




                                                                                                4
RESOLVED, that the fiscal year of the Corporation shall be between
__________________________, [Instructions: Insert the Corporation’s fiscal year] except
that the first fiscal year shall begin on the date of incorporation of the Corporation.

12. PRINCIPAL OFFICE LOCATION

After some discussion, the location of the principal office of the Corporation for the transaction
of the business of the Corporation was fixed pursuant to the following resolution, adopted, on
motion duly made, seconded and unanimously carried:

RESOLVED, that ________________________ [Instructions: Insert the Corporation’s
principal office location] be and the same hereby is designated and fixed as the principal office
for the transaction of the business of this Corporation.

13. OFFICERS AUTHORIZED TO CONTRACT

To authorize the officers to contract and oblige the Corporation, in the ordinary course of
business, the following resolution was, upon motion duly made, seconded and carried, adopted:

RESOLVED, that the [Instructions: Choose as many as you like: President, Vice President,
Treasurer, and/or Secretary] be, and the same hereby are authorized to sign contracts and
obligate the Corporation, individually and/or acting together:

14. BANK RESOLUTION

To provide for a depository for the funds of the Corporation and to authorize certain officers to
deal with the corporate funds, the following resolutions were duly adopted:

RESOLVED, that this Corporation open an account or accounts with the following named
financial institution:

       _________________________ [Instructions: Insert the Bank’s name]
       _________________________ [Instructions: Insert the Bank’s address]
       _________________________ [Instructions: Insert the Bank’s address]

RESOLVED FURTHER, that until such authority is revoked by sealed notification to said bank
of such action by the Board Directors of this Corporation, the [Instructions: Choose as many as
you like: President, Vice President, Treasurer, and/or Secretary] be, and the same hereby are
authorized to individually execute checks and other items for and on behalf of this Corporation
in the aggregate amount of ________________ Dollars ($______) or less. [Instructions: Insert
the maximum amount an officer can execute checks on behalf of the Corporation] In the
event that checks and other items exceed the aggregate amount of ________________ Dollars
($______), [Instructions: Insert the maximum amount an officer can execute checks on
behalf of the Corporation] the above officers be, and the same hereby are authorized to execute
checks and other items for and on behalf of this Corporation, so long as at least two of said
officers are acting together.



                                                                                                5
RESOLVED FURTHER, if this is a checking account, the bank is requested to prepare and
dispose of statements and cancelled checks monthly as instructed below. The bank assumes all
risk of loss in transit of any statement or check. The bank is instructed to mail to the statement
and canceled checks to the mailing address shown on the bank records.

15. CASH SUBSCRIPTION FOR COMMON STOCK

WHEREAS, the Corporation has received the following cash offers to subscribe to the Common
Stock, of the Corporation

SUBSCRIBER NAME                  # OF SHARES AND CLASS            CONSIDERATION

________________                 _______ [Instructions: # of      $___________ [Instructions:
[Instruction: Insert name]       Shares] of Common Stock          Payment amount]

________________                 _______[Instruction: # of        $___________ [Instructions:
[Instruction: Insert name]       Shares] of Common Stock          Payment amount]

________________                 _______[Instruction: # of        $___________ [Instructions:
[Instruction: Insert name]       Shares] of Common Stock]         Payment amount]

________________                 _______[Instruction: # of        $___________ [Instructions:
[Instruction: Insert name]       Shares] of Common Stock          Payment amount]

RESOLVED, that each of the aforesaid offers of subscription for Common Stock made to the
Corporation, for the above consideration by the aforesaid subscribers, is fair and reasonable, and
should be, and hereby are, accepted; and

RESOLVED FURTHER, that, upon payment by each such subscriber, the Corporation shall
issue to each such subscriber such subscribed-for Common Stock of the Corporation, said
Common Stock to be fully-paid and non-assessable; and

RESOLVED FURTHER, that the appropriate officers of the Corporation shall be, and hereby
are, authorized, empowered and directed to take all other steps necessary or advisable in order
fully to effectuate such issuance of Common Stock of the Corporation.

16. MISCELLANEOUS BUSINESS

The Chairman then asked if there was any other business to come before the meeting.

17. ADJOURNMENT

There being no further business to come before the meeting, upon motion duly made, seconded
and unanimously carried, the meeting was adjourned.




                                                                                                6
_______________________________
________________, [Instructions: Insert President’s name] President and Chairman

ATTEST:



_______________________________
________________, [Instructions: Insert Secretary’s name] Secretary




                                                                                   7
                      WAIVER OF NOTICE AND CONSENT
                      TO HOLDING OF FIRST MEETING OF
                     INCORPORATOR AND DIRECTORS OF
        ________________ [Instructions: Insert the Corporation’s name in all caps]

We, the undersigned, being the Incorporator and the first Directors of ___________________
[Instructions: Insert the Corporation’s name] (the “Corporation”), desiring to hold the first
meeting of the Incorporator and Directors of said corporation for the purpose of completing the
organization of its affairs, DO HEREBY WAIVE NOTICE of said meeting, and CONSENT to
the holding thereof at ________________________, [Instructions: Insert the meeting’s
address] on ______________________ [Instructions: Insert the meeting’s date] at
________________ [Instructions: Insert the meeting’s time] for the purpose of adopting By-
Laws, electing directors and officers, adopting a form or corporate seal and share certificate and
transacting such other business as may be brought before said meeting; and do hereby further
agree that any business transacted at said meeting shall be as valid and legal and of the same
force and effect as though said meeting were held after notice duly given.

WITNESS our signatures as of this ___ day of ______________, 20__ [Instructions: Insert the
date of execution]



_______________________________
________________, [Instructions: Insert Incorporator’s name] Incorporator


_______________________________
________________, [Instructions: Insert a Director’s name] Director


_______________________________
________________, [Instructions: Insert a Director’s name] Director


_______________________________
________________, [Instructions: Insert a Director’s name] Director




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DOCUMENT INFO
Description: This document provides the minutes for the first shareholder meeting of a newly formed corporation. Many important tasks occur at the first shareholder meeting, including election of directors and officers, the identity of the incorporator, certification of the filing of the articles of incorporation, adoption of corporate bylaws, and principal office location. This document is ideal for a newly formed corporation to ensure the necessary objectives and goals are achieved in the first shareholder meeting.
This document is also part of a package Meeting & Conference Templates 21 Documents Included