Docstoc

Minutes for Corporation's First Board of Directors Meeting

Document Sample
Minutes for Corporation's First Board of Directors Meeting Powered By Docstoc
					This document provides a template for a corporation’s initial meeting of its board of
directors. An agenda for a new company’s first board meeting would usually include
some or all of the following: report of filing of Articles of Incorporation; bylaws are
adopted and dated; corporate officers are elected; corporate seal is adopted; secretary
is authorized to buy corporate record books and a corporate seal; accounting year is
selected and adopted; a principal office is designated; a bank is selected and the
treasurer is authorized to pay incorporation expenses and other expenses; form for
stockholder certificates is presented and adopted; and stock subscriptions are
authorized and made. This template form can be modified to fit the needs of any
corporation.
           Minutes of First Meeting of Board of Directors of (Name of Corporation)

The first meeting of the Directors of (Name of Corporation) was held at (street address, city,
state, zip code), on (date) at (time of day).

Present and Absent Directors.
Present at the meeting, and constituting a quorum of the full Board were the following persons:

        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code);
        (Name of Director) of (street address, city, state, zip code); and
        (Name of Director) of (street address, city, state, zip code).

The following persons were absent:

        (Name of Director) of (street address, city, state, zip code); and
        (Name of Director) of (street address, city, state, zip code).

Temporary Presiding Officer and Secretary.
On motion duly made and by unanimous vote (Name) was elected temporary presiding officer,
and (Name) was appointed temporary secretary of the meeting.

Call and Notice of Meeting.
The temporary presiding officer announced that this meeting was held pursuant to a call signed
by a majority of the directors, for the purpose of adopting bylaws, electing officers, and
transacting such other business as may come before the meeting, and that written notice of the
time and place of the meeting had been sent to each director by prepaid mail at least _________
(number) days before the meeting.

On motion duly made, seconded, and unanimously carried, a copy of the call and notice was
made a part of the minutes of the meeting.

Filing of Articles of Incorporation.
It was reported by the temporary presiding officer that the original Articles of Incorporation were
filed with the Secretary of State of the State of (name of state), and that a copy of the Articles
certified by the said Secretary of State was filed in the office of the [e.g., County Clerk of (name
of county and state) on (date)]. A certified copy of the said Articles of Incorporation showing the
above filing was delivered to the temporary secretary, with directions to insert it in the minute
book of the corporation.




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                 2
Adoption of Bylaws.
Bylaws prepared by the attorney of the corporation were presented by the acting secretary. On
motion made, seconded, and unanimously carried, the following resolution was adopted:

Whereas, the bylaws presented to this meeting are suitable for the purpose and their adoption is
in the best interest of the corporation; it is now therefore:

Resolved: that the bylaws presented to this meeting become the bylaws of this corporation
effective immediately.

It is further resolved that the bylaws be authenticated as such by the certificate of the secretary
of this corporation and placed in the minute book of the corporation, and that a full and true copy
of the bylaws, certified by the secretary, be kept at the principal office of the corporation for
inspection by the shareholders at all reasonable times during business hours.

Election of Officers.
The temporary presiding officer announced that the bylaws provided for the election of a
president, a vice-president, a secretary, and a treasurer. An election to fill these various offices
was held and the following were declared by the temporary presiding officer to be elected to the
respective offices indicted after the names of each for the term provided in the bylaws:

       Name of Officer                                      Office
      (Name)                                                President
      (Name)                                                Vice-President
      (Name)                                                Secretary
      (Name)                                                Treasurer

Each elected officer was present at the meeting and assumed the duties of his position. The
president replaced the temporary presiding officer, and the secretary replaced the temporary
secretary of the meeting.

Bond for Treasurer.
On motion made, seconded, and unanimously carried, it was resolved that the treasurer be
required to give a corporate surety bond of $____________ before entering on the duties of his
office, and that the board of directors be authorized to approve the bond as to sufficiency and
form.

Salaries of Officers.
The president asked that the meeting take appropriate action to fix salaries for the officers of the
corporation. Each officer who was a director abstained from all participation in the action fixing
the salary attached to the office, and his or her interest was stated to the meeting. After motion
made, seconded, and unanimously carried, the following was adopted:

It is resolved that, until further action by the board of directors, the salaries of its elective
officers be as set forth below, opposite the title of the position:



© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                      3
      President                                             $____________ per year;
      Vice-President                                        $____________ per year;
      Secretary                                             $____________ per year; and
      Treasurer                                             $____________ per year.

It is further resolved that the salaries of the respective officers be paid (e.g., in equal
installments on the fifteenth or the last business day preceding the fifteenth and on the last
business day of each calendar month).

Adoption of Seal.
On motion duly made, seconded, and unanimously carried, it was resolved that the corporation
would not adopt a corporate seal at this time.

Form of Share Certificate.
On motion duly made, seconded, and unanimously carried, a proposed form of share certificate
presented to the meeting by the president was approved and adopted, and the secretary was
instructed to insert a copy of the share certificate in the minute book immediately following the
recordation of this action.

Issuance of Shares.
On motion duly made and seconded, the following resolution was unanimously adopted:

Whereas, this corporation is authorized, in its Articles of Incorporation to issue an aggregate of
(number) shares of common stock with a par value of $____________ per share;

It is therefore resolved that the president and secretary are authorized and directed to prepare
and file a verified application with the Secretary of State of the State of (name of state), for a
permit authorizing the corporation to sell and issue not to exceed (number) of shares of its
common stock of the par value of $____________ per share for cash to the following persons:

        (Name and address of Shareholder);
        (Name and address of Shareholder);
        (Name and address of Shareholder);
        (Name and address of Shareholder); and
        (Name and address of Shareholder);

It is further resolved that on the issuance of a permit authorizing the sale of these shares, the
president, or the vice-president, and the secretary are authorized and directed to sell and issue
shares of stock to the persons, in the amounts, and for the consideration stated, all in compliance,
however, with the terms and conditions of the permit of the said Secretary of State and with these
resolutions.

It is further resolved that the designated officers are authorized and directed to execute all
necessary documents and to take such necessary action as may be required to carry out and
perform the purposes of these resolutions.


© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                   4
Depository for Funds.
To provide a depository for the funds of the corporation and to authorize those who may
withdraw them on behalf of the corporation, on motion made, seconded, and declared carried, the
following resolution was adopted:

Resolved: that (name of bank) with its principal office at (street address, city, state, zip code), is
selected as a depository for the funds of the corporation and that accounts shall be governed by
the rules, regulations, bylaws, and practices, present and future, of the bank, including interest
and service charges, and that, as specified below, any two of the President, Vice President,
Secretary and/or Treasurer are authorized as follows:
Resolved: that these officers are authorized and directed to withdraw those funds from the
depository on the check of the corporation, signed as described above, and that the officers
authorized to withdraw funds are authorized to endorse and receive payment of bills and notes
payable to the corporation, and the (name of bank) is authorized to pay any such instruments so
indorsed and presented to it for payment, including those drawn to the individual order of any
officer or any other person authorized to sign the instruments.

It is further resolved that the authority now conferred shall remain in full force until written
notice of its revocation by the board of directors of the corporation shall have been received by
the depository, and that the secretary is authorized and directed to deliver to the bank a certified
copy of this resolution and to certify to the bank the true and correct signatures of the officers
named above.

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

Witness my hand this the ______ day of _______________, 20_____.



                                                                    ________________________
                                                                    (Signature of Secretary)

                                                                    ________________________
                                                                    (Printed Name of Secretary)




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                    5
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.

Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state. The Instructions and Comments are not a substitute for the advice of your own attorney.

◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or
there is a blank for the user to complete, please note that although Docstoc believes the information or number may be any that the user
chooses, and that there is no law governing what the information or number should be, you might want to verify this, including by
consulting with your own attorney practicing in your state. Because the law is different from jurisdiction to jurisdiction and the laws are
subject to change, Docstoc cannot guarantee—and disclaims all guarantees—that it is correct for the information or number to be
anything that the user chooses.

The information, forms, instructions, tips, comments, decision tree alternatives and choices, reports, and services in and through Docstoc
are not legal advice, but are general information / forms on general issues often encountered designed to help Docstoc users, members,
purchasers, and subscribers address their own needs. But information, including tips, general forms, instructions, comments, decision
tree alternatives and choices, and reports, no matter how seemingly customized to conform to the laws and regulations applicable to you,
is not the same as legal advice, which may be the specific application of laws and regulations by lawyers licensed to practice law in your
state to the specific circumstances and needs of individuals and entities. Some states, counties, municipalities, and other governmental
divisions, have highly specific laws and regulations, and our information / forms / reports may not take all those specific laws and
regulations into consideration, although we tried to do so.

Docstoc is not a law firm and the employees and contractors (including attorneys, if any) of Docstoc are not acting as your attorneys, and
none of them are a substitute for the advice of your own attorney licensed to practice law in your state. The employees or contractors of
Docstoc, who wrote or modified any form, instructions, tips, comments, decision tree alternatives and choices, and reports, are NOT
providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. Any such form,
instruction, tips, comments, decision tree alternatives and choices, and reports were most likely NOT prepared or reviewed by an
attorney licensed to practice law in your state, and, therefore, the employees or contractors could not provide you with legal advice even
if they or Docstoc wanted to. Even though we take every reasonable effort to attempt to make sure our information / forms / reports are
accurate, up to-date, and useful, we recommend that you consult a lawyer licensed to practice law in your state if you want professional
assurance that our information, forms, instructions, tips, comments, decision tree alternatives and choices, and reports; your
interpretation of it or them; and the information and input that you provide are appropriate to your particular situation. Application of
these general principles and wording to particular circumstances should be done by a lawyer who has consulted with you in confidence,
learned all relevant information, and explored various options. Before acting on these general principles and general wording, you might
want to hire a lawyer licensed to practice law in the jurisdiction to which your question pertains. The information, forms, instructions,
tips, comments, decision tree alternatives and choices, and reports, available on and through Docstoc are not legal advice and are not
guaranteed to be correct, complete, accurate, or up-to-date. Because the law is different from jurisdiction to jurisdiction, they are subject
to changes, and there are varying interpretations and applications by different courts and governmental and administrative bodies, and
Docstoc cannot guarantee—and disclaims all guarantees—that the information, forms, and reports on or through the site and services are
completely current or accurate. Please further note that laws change and are regularly amended; therefore, the provisions, names, and
section numbers of statutes, codes, or regulations, and the types of permits or licenses within any forms or reports, may not be 100%
correct, as they may be partially or wholly out of date and some relevant ones may have been omitted or misinterpreted.
Docstoc is not permitted to engage in the practice of law. Docstoc is prohibited from providing any kind of advice, explanation,
opinion, or recommendation to a consumer about possible legal rights, remedies, defenses, options, selection, or completion of
forms or strategies.
Communications between you and Docstoc may be protected by our Privacy Policy (http://premium.docstoc.com/privacypolicy), but are
NOT protected by the attorney-client privilege or work product doctrine since Docstoc is not a law firm and is not providing legal
advice. No Docstoc employee, contractor, or attorney is authorized to provide you with any advice about what information
(again, which includes forms) to use or how to use or complete it or them.

Entire document copyright © Docstoc®, Inc., 2010 - 2013 All Right Reserved




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                                                     6

				
DOCUMENT INFO
Description: This document provides a template for a corporation’s initial meeting of its board of directors. An agenda for a new company’s first board meeting would usually include some or all of the following: report of filing of Articles of Incorporation; bylaws are adopted and dated; corporate officers are elected; corporate seal is adopted; secretary is authorized to buy corporate record books and a corporate seal; accounting year is selected and adopted; a principal office is designated; a bank is selected and the treasurer is authorized to pay incorporation expenses and other expenses; form for stockholder certificates is presented and adopted; and stock subscriptions are authorized and made. This template form can be modified to fit the needs of any corporation.