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.

 

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Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

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.  

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Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

            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 $____________;

 

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Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

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 one class of stock shall be issued.

e)  The shareholders shall be individual, estates or certain trusts as permitted by law.

 

After the foregoing resolution passed unanimously, the form of stock certificate was reviewed by the parties.

 

STOCK CERTIFICATE:

            A review of the proposed stock certificate was made by all parties which unanimously agreed that the stock certificate presented would be the one used by the corporation. The stock certificates shall be in conformity with ____________________.

 

SUBCHAPTER S STATUS:

            The parties reviewed the 941 form for the purpose of Subchapter S election.  It was determined that the parties would elect Subchapter S status and intended to sign the election as soon as the articles were received from the Secretary of State.

 

RATIFICATION OF ACTS:

            It was discussed that all action taken on behalf of ______________ be reviewed and approved at each meeting by the Board of Directors or, in this case, the shareholders. Such actions undertaken to date by the corporation were so reviewed, and it was determined that all were properly within the scope and best interest of the corporation and should be ratified accordingly.  Therefore, the following resolution was adopted.

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Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

RESOLVED:  That all actions heretofore taken on behalf of the corporation by the officers, ______________________________, __________________________, and ____________________ are hereby ratified as the official acts of the corporation.

 

ELECTION OF BOARD OF DIRECTORS:

            At this point, it was determined that an election of Board of Directors would be held. __________________ proposed that the incorporators, namely, ______________, _______________, and ___________________, all be elected as the initial Board of Directors.  There being no further nominations made, the Board of Directors was unanimously elected as _______________, ________________, and _______________.

 

ELECTION OF OFFICERS:

            After the election of the Board of Directors, a slate of individuals for the officers of the corporation pursuant to the corporate Bylaws was presented.  In this regard, the following individuals were elected officers:

 

_______________________    _______________________     _______________________

PRESIDENT                           VICE PRESIDENT                  SECRETARY/TREASURER

 

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

 

_________________________

ACTING 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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