Introduction
Conducting an organizing meeting of the initial shareholders and/or directors is one stage in the formation of a corporation. The organizational meeting should cover the following topics:
(a) Issuance of stock to founding shareholders and verification of signed subscription agreement, payment for shares, number of shares, and name and address of record (for stock ledger) of each shareholder. This is typically handled by the incorporator.
(b) Appointment of directors.
(c) Directors nominate senior officers like president, secretary, and treasurer. Directors who approve employment conditions or employment agreements should consider these issues as well.
(d) Approve bylaws and ratify articles of organization;
(e) Authorize bank account and bank for company operating bank account, as well as signatories and any limits on signatories’ power in respect of company money in the bank account;
(f) Authorize corporate seal and form of stock certificate;
(g) Board and shareholders receive report from incorporator on all steps to incorporate and organize the company, and then have the directors and shareholders ratify the report and all reported actions (including hiring legal counsel);
(h) Board and shareholder approval of principal executive offices and lease for those offices;
(i) Board and shareholder approval of registered agent and terms of engagement for registered agent;
(j) If available, board and shareholder approval of the company’s business plan; and
(k) Board and shareholder approval of any licensing or permits to conduct proposed business of the company; and
(l) Board and shareholder approval of any other items needed to complete the organization (e.g. company policies, employee manual, special licensing, loans to company).
Free Template
MINUTES OF ORGANIZATIONAL MEETING OF BOARD OF DIRECTORS
OF [CORPORATE NAME}
The organizational meeting (“meeting”) of [corporate name], Inc., a corporation, (“Company”) was held at: (place) on , (date), at . Place of meeting was [address]. Meeting was also conducted by conference call whereby all attendees could hear and be heard by all other attendees.
In attendance was outside legal counsel ; and ,
In attendance were , , [being persons designated as Directors in the Articles of Incorporation/as founders standing for election to the board of directors].
served as acting Chairman of the meeting and served as acting Secretary.
The Chairman announced that the meeting had been duly called by the Incorporator of the Corporation. Chairman announced the agenda for the meeting.
- Issuance of shares of Common Stock. The incorporator announced that he had received the subscription agreements and payment of the subscription payments in good funds on deposit – as set forth below – for shares of Company Common Stock, $ par value.
| Name of Subscriber | Number of Shares of Common Stock subscribed | Percentage of Issued and Outstanding Shares | Per Share Purchase Price and Form of Payment |
Incorporator accepted the above subscriptions and issued stock certificates to the above named subscribers for the stated number of shares of Common Stock of the Company.
Each of the subscribers accepted their respective shares of Common Stock (hereinafter referred to as “Shareholders”).
- Bylaws. A proposed form of Bylaws for the regulation and the management of the affairs of the Corporation was then presented at the meeting (as attached as Exhibit B hereto). The Bylaws were read and considered and, upon motion duly made and seconded, it was:
RESOLVED, that the form of Bylaws of the Corporation, as presented to this meeting, are hereby approved and adopted as the Bylaws of the Corporation. A copy of the Bylaws is directed to be inserted in the Minutes of the Corporation.
- The following persons were nominated by the Board of Directors as officers of the Corporation to serve until their respective successors are chosen and qualify and subject to any execution of an offer letter and related agreements required by the Board of Directors:
| Name of Person | Position | Age |
| President | ||
| Treasurer | ||
| Secretary |
The Chairman announced that the forenamed persons had been elected to the office set opposite their respective names by the Board of Directors. 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.
- Stock Certificate. The form of stock certificates was then exhibited at the meeting (as attached as Exhibit C hereto). Upon, a motion duly made by and seconded by , the Board of Directors approved the following Resolution:
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 incident to and necessary for the organization of this Corporation. 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 by and seconded by , the Board of Directors approved the following Resolution:
RESOLVED, that the President, Secretary and Treasurer be authorized, empowered and directed to open a Company operating bank account with the following bank at the stated location:
Bank Name:
Bank Address:
Bank Telephone #:
FURTHER, RESOLVED, that said officers are also authorized and directed to deposit all funds of the Corporation, all drafts, checks and notes of the Corporation, payable on said account to be made in the corporate name signed by President and Treasurer; and
FURTHER RESOLVED, that aforesaid officers are hereby authorized to execute such resolutions (including formal Bank Resolutions), documents and other instruments as may be necessary or advisable in opening or continuing said bank account; and
FURTHER, RESOLVED, that Attachment One hereto sets forth any requirements as to number of signatories for certain transactions, amount of withdrawal or transfer authorized requiring two or more officer signatures and rules for closure or transfer of funds in bank account; and
FURTHER, RESOLVED, that a copy of the applicable printed form of Bank Resolution hereby adopted to supplement these Minutes is ordered appended to the Minutes of the Corporation.
- Report of Incorporator. The incorporator submitted a report on all actions taken to incorporate and organize the Company, including engagement of outside legal counsel, payment of legal fees, payment of State filing fees for filing of Articles of incorporation, filing of Articles of Incorporation, obtaining Federal EIN for Company, obtaining business license for Company, filing for State taxation identification number, ordering corporate seal and stock certificates for Company and securing office space for the Company.
Upon a motion made by and seconded by , the Board of Directors approved the following resolution, and upon a motion by and seconded by
, the Shareholders approved the following resolution:
RESOLVED, that the report of the incorporator of the Company (as attached hereto) is approved and adopted; and
FURTHER, RESOLVED, that the President and the Treasurer of this Corporation be and they are hereby authorized and directed to pay the expenses of this Corporation, including attorney’s fees for incorporation, and to reimburse the persons who have made disbursements thereof; and
FURTHER, RESOLVED, that this Resolution is directed to be inserted in the Minutes of the Corporation.
After consideration of the pertinent issues with regard to the tax year and accounting basis, on motion duly made, and seconded and unanimously carried, the following resolution was adopted:
RESOLVED, that the first fiscal year of the Corporation shall commence on , and end on
; and
FURTHER RESOLVED, that the President be and is hereby authorized and directed to enter into employment contracts with certain employees, such contract shall be for the term and the rate stated in the attached Employment Agreements; and
FURTHER RESOLVED, that it shall be the policy of the Corporation to reimburse each employee or to pay directly on his behalf all expenses incidental to his attendance at conventions and seminars as may be approved by the President. Reimbursement shall include full reimbursement for commercial and private transportation expenses, plus other necessary and ordinary out-of-pocket expenses incidental to the said travel, including meals and lodging; and
FURTHER, RESOLVED, that the Secretary is directed to place a copy of this Resolution in the Minutes of the Corporation.
- Commence Business. A general discussion was by the Board of Directors about commencement of the business of the Corporation (as described in the attached business profile). Upon motion duly made by , and seconded by and unanimously carried, the following Resolution was approved by the Board of Directors:
RESOLVED, that the officers of the Corporation are hereby authorized to do any and all things necessary to conduct the business of the Corporation as set forth in the Articles of Incorporation and Bylaws of the Corporation and the business profile attached hereto; and
FURTHER, RESOLVED, that the Secretary is directed to place a copy of this Resolution in the Minutes of the Corporation.
There being no further business requiring Board action or consideration, on motion duly made, seconded and carried, the meeting was adjourned.
ATTEST:
By:
Name: , Secretary Date:
