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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. |
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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. |
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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. |
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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. |
This is not a substitute for legal
advice. An
attorney must be consulted.
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