First Organizational Meeting Minutes

					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.
                 MINUTES OF FIRST ORGANIZATIONAL MEETING
                               OF INCORPORATOR OF
         ________________ [Instruction: Insert In All Caps the Name of Corporation]

The undersigned, being the Incorporator named in the Articles of Incorporation of ___________
[Instruction: Insert Name of Corporation] (the “Corporation”), duly formed by the filing of
said Articles of Incorporation in the office of the ________________ [Instruction: Insert State]
Secretary of State on the ________________ [Instruction: Insert Incorporation Date], 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 [[Comment and
Instruction: Choose one: [the laws of the State of _____________] or [Section 210 of the
California Corporations Code]. This Statute is particular to the laws of the State of
California as pertains to corporations. If you have formed or are forming a corporation in
another State you might want to strike the portion specifying the law particular to
California and use the first option, or determine the statute that is particular to the state of
your corporation. Or better yet, you should review whether a similar document for
another state is available for purchase on Docstoc, because it might have other or
additional particular provisions that are specific and applicable to the laws of that state.],
held such meeting at ________________ [Instruction: Insert Corporation Address], on
________________ [Instruction: Insert Date], at ________________ [Instruction: Insert
Time].

Present at this session of the meeting is ________________ [Instruction: Insert Name of
Incorporator], being the Incorporator named in the Articles of Incorporation of the Corporation.
Also present, is ________________ [Instruction: Insert Names of Directors].

On motion and by unanimous vote, ________________ [Instruction: Insert Name of
Temporary Chairman] was elected temporary Chairman, and     ________________
[Instruction: Insert Name of Temporary Secretary] was elected temporary Secretary of the
meeting.

                         ARTICLES OF INCORPORATION FILED

The temporary Chairman stated that the original Article of the Incorporation of the Corporation
has been filed in the office of the Secretary of the State of ________________ [Instruction:
Insert State] and had been assigned the following filing date and State Corporation filing
number:

       Official Filing Date:          ________________ [Instruction: Insert Date]

       Official Filing Number:        ________________ [Instruction: 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.
                                           BYLAWS

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:

       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 [[Comment and Instruction: Choose one: [the
laws of the State of _____________] or [Section 213 of the California Corporations Code].
This Statute is particular to the laws of the State of California as pertains to corporations.
If you have formed or are forming a corporation in another State you might want to strike
the portion specifying the law particular to California and use the first option, or
determine the statute that is particular to the state of your corporation. Or better yet, you
should review whether a similar document for another state is available for purchase on
Docstoc, because it might have other or additional particular provisions that are specific
and applicable to the laws of that state.]

                                ELECTION OF DIRECTORS

The temporary Chairman stated that the By-Laws adopted by the Corporation provided that the
number of Directors shall be ________________ (____) [Instruction: Insert Number of
Directors].

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
________________ [Instruction: Insert
Name]                                             [Instruction: Sign]


________________ [Instruction: Insert             [Instruction: Sign]
Name]


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________________ [Instruction: Insert              [Instruction: Sign]
Name]


                     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.

                                             WAIVER

The meeting continued. 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.

                            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: sign]
                       ________________ [Instruction: Insert Name of Incorporator]

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

                                  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:



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,:

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

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.

                                     CORPORATE SEAL

The Secretary presented for approval of the meeting a proposed seal of the Corporation,
consisting of two concentric circles with the name of the Corporation in one circle and the words
and figures in the form as follows:




                                             (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.

             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


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the shares of Common Stock of the Corporation and a sample thereof shall be inserted in the
minute book of the Corporation.

                              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 attorney's 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.

                               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:

         RESOLVED, that the fiscal year of the Corporation shall be the calendar year, except that
the first fiscal year shall begin on the date of incorporation of the Corporation.

                             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 ________________ [Instruction: Insert Address], be and the same
hereby is designated and fixed as the principal office for the transaction of the business of this
Corporation.

                        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 [Instruction: 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:

                                    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:



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

       ________________ [Instruction: Insert Bank Name]
       ________________ [Instruction: Insert Address 1]
       ________________ [Instruction: Insert Address 2]

        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 [Instruction: 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 ($______) or less
[Instruction: Insert Amount]. In the event that checks and other items exceed the aggregate
amount of ________________ Dollars ($______)[Instruction: Insert Amount], 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.

         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.

Statement Instructions: The bank is instructed to mail to the statement and canceled checks to
the mailing address shown on the bank records.

                     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
________________                _______[Instruction: # of        $___________ [Instruction:
[Instruction: Insert Name]      Shares] of Common Stock          Payment Amount]

________________                _______[Instruction: # of        $___________ [Instruction:
[Instruction: Insert Name]      Shares] of Common Stock          Payment Amount]

________________                _______[Instruction: # of        $___________ [Instruction:
[Instruction: Insert Name]      Shares] of Common Stock]         Payment Amount]

________________                _______[Instruction: # of        $___________ [Instruction:
[Instruction: Insert Name]      Shares] of Common Stock          Payment Amount]




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       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.

                               MISCELLANEOUS BUSINESS

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

                                       ADJOURNMENT

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


                           [Instruction: Sign]
________________ [Instruction: Insert Name], President and Chairman

Attest:



                           [Instruction: Sign]
________________ [Instruction: Insert Secretary Name], Secretary




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                      WAIVER OF NOTICE AND CONSENT
                      TO HOLDING OF FIRST MEETING OF
                     INCORPORATOR AND DIRECTORS OF
       ________________ [Instruction: Insert In All Caps the Name of Corporation]

        We, the undersigned, being the Incorporator and the first Directors of
________________ [Instruction: Insert Name of Corporation] (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 ________________ [Instruction: Insert Address], on
________________ [Instruction: Insert Date], at ________________ [Instruction: Insert
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__ [Instruction:
Insert Address].


                           [Instruction: Sign]
________________ [Instruction: Insert Name], Incorporator


                           [Instruction: Sign]
________________ [Instruction: Insert Name], Director


                           [Instruction: Sign]
________________ [Instruction: Insert Name], Director


                           [Instruction: Sign]
________________ [Instruction: Insert 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