MINUTES OF THE ORGANIZATIONAL MEETING
OF THE FIRST DIRECTORS AND SHAREHOLDERS OF
[INSERT NAME OF CORPORATION]
SUBSEQUENT TO A MERGER
[list names of those present]
being the Director(s) of the Corporation and the proposed Shareholder(s) of the Corporation or
In attendance were: [names of attendees], being persons designated as the Directors in the
Articles of Merger.
__________________ served as acting Chairman of the meeting and _______________ served as
WAIVER OF NOTICE
The Secretary then read aloud a waiver of notice of the meeting, which was signed by all of the
directors. Upon motion duly made, seconded and carried, the Secretary was ordered to attach the
waiver to the minutes of this meeting.
The Chairman informed the Meeting that the Corporation was duly created from the merger of
____________ and ________________, under the name _____________________ on the _____ day
of ______________, pursuant to the provisions of _____________ [insert the name of the law in your
state which governs corporate mergers]. The Chairman produced to the Meeting the Certificate of
Merger of the Corporation attached to which was a copy of the Articles of Merger, and directed
the Secretary to insert the same into the Minute Book of the Corporation.
A proposed form of By-laws for the regulation and management of the affairs of the Corporation
was then presented to the meeting. The By-laws were read and considered and, upon motion
duly made, seconded and carried, it was:
RESOLVED, that the form of By-laws of the Corporation, as presented to the meeting, are
hereby approved and adopted as the By-laws of the Corporation. The Secretary is
directed to insert a copy of the By-laws in the Minute Book of the Corporation.
APPOINTMENT OF OFFICERS
The following persons were nominated as officers of the Corporation, to serve until their
respective successors are chosen and qualify:
The Chairman announced that the forenamed persons had been elected to the office set opposite
their respective names. The President thereupon took the chair and the Secretary immediately
assumed the discharge of the duties of that office. The President then stated that there were a
number of organizational matters to be considered at the meeting and a number of resolutions to
be adopted by the Board of Directors.
The form of stock certificates was then exhibited to the meeting. Upon motion duly made,
seconded and carried, it was:
RESOLVED, that the form of stock certificates presented at this meeting be, and the same
is hereby adopted and approved as the stock certificate of the Corporation, a specimen
copy of the stock certificate to be inserted in the Minute Book of the Corporation.
FURTHER RESOLVED, that the officers are hereby authorized to pay or reimburse the
payment of all fees and expenses incidental to and necessary for the organization of this
Corporation, including attorney's fees, and to procure and pay for the proper corporate
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the seal of the Corporation shall be the
seal an impression of which appears to the right.
The Board of Directors then considered the opening of a corporate bank account to serve as a
depository for the funds of the Corporation. Upon motion duly made and carried, it was:
RESOLVED, that the Treasurer be authorized, empowered and directed to open an
account with and to deposit all funds of the Corporation,