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ORGANIZATIONAL
MEETING OF
____________________
The organizational meeting of ____________________was
called to order on the _____ day of ____________________, 20___
at _____________________________. Present
for the meeting were ____________________, ____________________,
and ____________________, all of whom waived formal notice of
the meeting. Also
present for the meeting was Attorney____________________.
The first order of business was the discussion by the
parties relative to the various documents prepared by counsel. ARTICLES
OF INCORPORATION:
The Articles of Incorporation for the new company were
reviewed and discussed. The
Articles were accepted by the Secretary of State as filed. BYLAWS:
The Bylaws drafted on behalf of the corporation,
reflecting ___ officers with various duties each, were reviewed
by the parties. The
Bylaws were approved as read pursuant to the following
resolution: RESOLVED:
That
the Bylaws drafted for the officers of ____________________
are hereby adopted as presented.
The foregoing resolution passed unanimously, whereupon
the next order of business was a discussion regarding a previous
meeting held on the _____ day of ____________________, 20___,
and a review of said meeting minutes from said meeting. This
is not a substitute for legal advice. An
attorney must be consulted. |
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MEETING
MINUTES:
The minutes of the meeting held on the _____ day of
____________________, 20___ were reviewed by the parties present
and unanimously approved as official acts of the corporation. TREASURER'S
REPORT:
To date, no treasury had been established, therefore, it
was unnecessary for a Treasurer's report to be made. BANK
ACCOUNT:
It was reported by ____________________that a bank
account would be opened at ____________________, and the
appropriate corporate resolution had been presented for review
and adoption by the incorporators. CAPITALIZATION:
It was decided that the corporation would be capitalized
for the sum of $____________ or an investment of $____________
from ____________________,
$____________ from ____________________ and $____________
from _____________________.
With ____________ aggregate shares of the corporation, it
was determined that ____________would be initially issued in the
amount of $____________ per share.
Therefore, a commitment for ________ shares by
____________________, a commitment for ________ shares by
___________________ and a commitment for ________ shares by
____________________ had been made to the corporation.
Since cash would be contributed, full compliance was
expected with Section 351 of the Internal Revenue Code and,
accordingly, the following resolution was adopted: RESOLVED:
That
the Board of Directors is authorized to issue a single class
of stock in ____________________ to each shareholder in the
amount of $____________ per share in such amounts in proportion
as will be agreed by the Board of Directors and the individual
shareholders and, in this case, to be up to ____________ shares
which the Board of Directors will accept in full or in part
payment thereof, good and sufficient consideration necessary for
the business of the corporation all in compliance to Section 351
of the Internal Revenue Code. This
is not a substitute for legal advice. An
attorney must be consulted. |
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The foregoing resolution was passed unanimously,
whereupon each of the parties present, namely
____________________, ____________________ and
____________________ agree to purchase the shares authorized in
the following portions:
____________by____________________
____________by____________________
____________by____________________
A single certificate of stock will be issued in the name
of each shareholder. It was also determined that in
consideration of the stock, would be payment in compliance to
Section 351 of the Internal Revenue Code. SMALL
BUSINESS CORPORATION:
It was also determined that ____________________ would
qualify as a small business corporation. It was the intention to
keep the corporation in the range of qualification for the
benefits allowed by the Internal Revenue Code, and including the
possible election of Subchapter S status.
In regard to that intention 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 ________ would be
authorized to function as a small business corporation. 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 the initial issue, of no more than
____________shares shall be made for the aggregate
capitalization or investment of $____________;
This
is not a substitute for legal advice. An
attorney must be consulted. |