The organizational meeting of initial directors of [CORPORATION'S NAME] ("Corporation"), was held on [DATE], at [TIME], at [LOCATION] pursuant to call by the incorporator.
[NAME] presided at the meeting as chair and [NAME] kept the minutes as secretary.
[LIST ALL INITIAL DIRECTORS' NAMES], the initial directors named in the Corporation's articles of incorporation, were present and voting and waived all notice of date, time, and place of the meeting and consented to the transaction of any business that might come before the meeting. Such waiver and consent of these directors are shown by their signatures at the end of these minutes.
The chair then presented and read to the meeting a copy of the articles of incorporation and reported that on [DATE] the articles of incorporation were filed in the office of the [STATE] Secretary of State. The Corporation's secretary is instructed to cause a true copy of the articles of incorporation to be inserted in the minute book.
The chair stated that the Corporation had received written subscriptions to purchase some of its common shares from the following persons, in the following amounts, and for the following considerations:
Name Subscription Price Number of Shares
Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the written subscriptions presented by the chair be accepted according to their terms and that payment of each such subscription is called for immediately. Upon payment, the president and secretary are directed to issue to each such subscriber certificates for the number of shares for which the subscriber has subscribed and paid, in such denominations as the subscriber shall designate to the president and secretary. Such shares shall be fully paid and non-assessable. The secretary is instructed to cause these written subscriptions to be inserted in the corporate minute book.
The secretary then presented the board with a proposed form of bylaws. The proposed bylaws were read to the meeting and considered by the directors. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the bylaws submitted, and read, to this meeting are adopted as the bylaws of the Corporation. The secretary is instructed to cause these bylaws to be inserted in the corporate minute book.
The directors next considered the appointment of corporate officers. After discussion, each of the following persons was appointed to the office preceding his/her name:
Chair of the Board:
President:
Vice President:
Secretary:
Treasurer:
The directors next discussed the advantages and disadvantages related to an election by the Corporation of S corporation status under the federal tax code. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall elect S corporation status pursuant to Internal Revenue Code, Section 1362. The Corporation's officers are hereby authorized to take any and all action necessary to cause the Corporation to comply with the requirements of the Internal Revenue Service for making such an election of S corporation status.
The directors next discussed an election to amortize the corporations's organizational expenses pursuant to IRS § 248. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall elect to amortize its organizational expenses pursuant to IRS § 248. The officers are directed to take the necessary steps to implement this resolution.
The directors next discussed the advantages and disadvantages related to the Corporation entering into a stock purchase agreement with its shareholders. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall enter into a Stock Purchase Agreement with its shareholders. The Corporation's officers are hereby authorized to execute such an Agreement on behalf of the Corporations. Once this Agreement has been executed by all parties thereto, the secretary is instructed to cause a copy of this Agreement to be inserted in the corporate minute book.
The directors next discussed the advantages and disadvantages related to the Corporation entering into an employment contract with [NAME(S)]. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall enter into an employment contract(s) with [NAME(S)] upon substantially the same terms as are set forth in the Sample Employment Agreement, a copy of which shall be attached to these minutes. The Corporation's officers are hereby authorized to negotiate these Employment Agreements and to execute them on behalf of the Corporation.
The secretary submitted to the board a specimen stock certificate proposed for use as the corporate certificate for its shares. The secretary also submitted to the board a the corporate record book and the share transfer ledger. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the specimen certificate, the corporate record book, and the share transfer ledger presented by the secretary be adopted as the forms to be used by the Corporation. The secretary is instructed to place the specimen stock certificate and the share transfer ledger into the corporate record book.
The directors next discussed the advantages and disadvantages related to the Corporation entering into and/or assuming various contracts [DESCRIBE THE CONTRACTS]. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall enter into the following contracts: [DESCRIBE THE CONTRACTS]. The Corporation's officers are hereby authorized to execute these contracts on behalf of the Corporation.
The directors next discussed the appointment of a registered agent and the selection of a registered office address. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that [NAME] is hereby designated as the registered agent of the Corporation. The registered office of the Corporation be established and maintained at [STREET ADDRESS IN STATE OF INCORPORATION].
The directors next discussed the designation of a depository for the funds of the Corporation. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall open a bank account in behalf of the Corporation with [BANK NAME] and a resolution for that purpose on the printed form of said bank was adopted. The Corporation's officers are hereby are authorized execute any documents necessary to effectuate the intent of this resolution.
The directors next discussed the appointment of attorneys and accountants by the Corporation. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation hereby appoints the law firm of [FIRM NAME] as legal counsel of this Corporation to from time to time perform legal services for the Corporation to the extent agreed upon between the Corporation's officers and that law firm.
FURTHER RESOLVED, that the Corporation hereby appoints the accounting firm of [FIRM NAME] as accountants of this Corporation to from time to time perform accounting services for the Corporation to the extent agreed upon between the Corporation's officers and that accounting firm.
The directors next discussed the expenses that have been incurred by certain persons on behalf of the Corporation. Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Corporation shall pay the expenses incurred in the incorporation and organization of this Corporation, including those incurred prior to incorporation and prior to the date of this meeting, and to reimburse the officers, directors, shareholders, and other persons who have paid any such expense. The officers are hereby authorized to make such reimbursements on behalf of the Corporation.
The directors next discussed issues related to the day to day business activities of the Corporation. Upon motion duly made and seconded, the following resolutions were adopted:
RESOLVED, that for the purpose of authorizing the Corporation to do business in any state, territory, or dependency of the United States or any foreign country in which it is necessary or expedient for this Corporation to transact business, the officers of this Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and to make and file all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency, or country to authorize the Corporation to transact business therein.
FURTHER RESOLVED, that the officers shall immediately proceed to carry on the business for which the Corporation was formed.
There being no further business, the meeting was adjourned.
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Initial Director Initial Director