FIRST BOARD OF DIRECTORS’ MEETING

 OF ____________________

(Name of Corporation)

 

            The first meeting of the Board of Directors of ____________________ (corporation) was called to order at _________________________(location) on the _____ day of ____________________, 20___.  Present for the meeting were ____________________, ____________________, _____________________ , each of whom waived formal notice of said meeting.

 

MEETING MINUTES:

            The meeting minutes of the  Preliminary Meeting held on the _____ day of ____________________, 20___, and the meeting minutes of the Organizational Meeting on the _____ day of____________________, 20___ were read and approved with changes.

 

TREASURER'S REPORT:

            The Treasurer's report was deferred until the next meeting due to the fact that arrangements were being made to open appropriate bank accounts and assemble the funds for the investment by the respective shareholders.

 

OFFICIAL BUSINESS:  

            It was anticipated that the first corporate account would be developed sometime within the next 30 days;  an appropriate contract would be prepared and signed at that time.  

 

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

STOCK ISSUE:

            It was determined that __________________________ would qualify as a small business corporation and it was the intention to keep the corporation in the range of qualification for benefits allowed under the Internal Revenue Code including being the election of Subchapter S which was decided to be undertaken in the meeting of the general shareholders held on the _____ day of ____________________, 20___.  In regard with the intent of keeping the corporation a small business entity and in conjunction with the foregoing, the following resolution passed unanimously:

 

RESOLVED:  That ____________________, being a duly organized corporation under the laws of the State of ______________________, should be authorized to function as a small business corporation and the initial issue of ____________ shares of stock would apply pursuant to the following:

A.  Of the initial ____________ shares, each share shall be issued at the rate of $____________ per share.

B.  That, in the initial issue, no more than ____________ shares shall be authorized for an aggregate capitalization or investment of $____________.

C.  The initial issue shall be available to all shareholders or prospective shareholders for the purchase of stock in conjunction with the foregoing, up to and including the _____ day of____________________, 20___.

D.  Only a single class of stock shall be issued.

E.  The shareholders shall be individual, estate and/or certain trusts as permitted by law.

 

            After the foregoing resolution passed unanimously, it was decided that the stock certificates would be issued, however, would be held until each investor had invested his complete amount of interest.

 

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

FEDERAL I.D. NUMBER:

             It was necessary for the corporation to complete its Federal I.D. Application (Form No. 2553), which was completed for filing.

 

SUBCHAPTER S STATUS:

            It was decided that the corporation engage as a Subchapter S;  therefore, a Form No. 941 would be completed by the shareholders.  All parties agreed that this was the best course for the corporation to follow.

 

ELECTION OF OFFICERS:

            A slate of officers was proposed, and the following individuals were elected as officers of the corporation:

                                    ____________________President

                                    ____________________Vice President

                                    ____________________Secretary

                                    ____________________Treasurer

 

NEW BUSINESS:

            No new business was discussed at this time.

 

AMENDMENTS:

            No amendments were found to be necessary to the corporation Bylaws.

 

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

RATIFICATION OF ACTS:

            In conjunction with the parties of the corporation and pursuant to each of the incorporators and officers acting on behalf of the corporation, the following resolution was adopted:

RESOLVED:  That all actions heretofore undertaken by each of the officers on behalf of the corporation are hereby authorized as  full and complete acts of the corporation;  and that the corporation shall indemnify each of the principals, incorporators and shareholders as well as officers for said acts.

 

            The foregoing resolution was passed unanimously.  There being no further business, the meeting was declared adjourned.

 

            Dated at __________________ on this _____ day of ________________, 20___.

 

 

_________________________         

SECRETARY                                     

                       

 

   

 

 

 

 

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.


This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

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