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ORGANIZATIONAL MEETING

OF EXETOR COMPANY1

 

            The organizational meeting of Exetor Company1 was called to order on the 5th day of April 20062 at 123 Main Street, Chicago, Illinois3.  Present for the meeting were Elmer Dolby4, Richard Snull4, and David Hokey4, all of whom waived formal notice of the meeting.  Also present for the meeting was Attorney Diane J. Alexander5.  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 46 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 Exetor Company7 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 5th day of April 20068, and a review of said meeting minutes from said meeting.

 

MEETING MINUTES:

            The minutes of the meeting held on the 5th day of April 20069 were reviewed by the parties present and unanimously approved as official acts of the corporation.

 

TREASURER'S REPORT:10

            To date, no treasury had been established; therefore, it was unnecessary for a Treasurer's report to be made.  

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

 

BANK ACCOUNT:

            It was reported by Elmer Dolby11 that a bank account would be opened at Last National Bank12, 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 Twenty Thousand Dollars ($20,000)13 or an investment of $Ten Thousand ($10,000)14 from Elmer Dolby15,  $Five Thousand Dollars ($5,000)16 from Richard Snull17 and Five Thousand Dollars ($5,000)18 from David Hokey19.  With 1,000,00020 aggregate shares of the corporation, it was determined that 200,00021 would be initially issued in the amount of no par ($no par)22 per share.  Therefore, a commitment for 100,00023 shares by Elmer Dolby24, a commitment for 50,00025 shares by Richard Snull26 and a commitment for 50,00027 shares by David Hokey28 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 Exetor Company29 to each shareholder in the amount of no par ($no par)30 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 200,00031 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.

 

            The foregoing resolution was passed unanimously, whereupon each of the parties present, namely Elmer Dolby32, Richard Snull33 and David Hokey34 agree to purchase the shares authorized in the following portions:

            100,000 35 by Elmer Dolby

  50,000 36 by Richard Snull

              50,00037  by David Hokey

            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.

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

 

SMALL BUSINESS CORPORATION:

            It was also determined that Exetor Company38 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 Exetor Company38, being a duly organized corporation under the laws of the State of Illinois39 would be authorized to function as a small business corporation. The initial issue of 200,00039 shares of stock would apply pursuant to the following:

a)  Of the initial 200,00039 shares, each share shall be issued at the rate of no par ($no par)40 per share;

b)  That the initial issue, of no more than  200,00041  shares shall be made for the aggregate capitalization or investment of Twenty Thousand Dollars ($20,000)42;

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 5th day of April 200643.

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 Illinois law44.

 

SUBCHAPTER S STATUS:45

            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.

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

 

RATIFICATION OF ACTS:

            It was discussed that all action taken on behalf of Exetor Company46 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.

RESOLVED:  That all actions heretofore taken on behalf of the corporation by the officers, Elmer Dolby47, Richard Dolby48, and David Hokey49 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. Elmer Dolby50 proposed that the incorporators, namely, Elmer Dolby51, Richard Snull52 and David Hokey53, all be elected as the initial Board of Directors.  There being no further nominations made, the Board of Directors was unanimously elected as Elmer Dolby51, Richard Snull52 and David Hokey53.

 

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:

Executor President54          Vice President55          Company Secretary56

PRESIDENT                                VICE PRESIDENT                 SECRETARY/TREASURER

 

            Dated at 123 Main Street, Chicago, Illinois57 on this 5th day of April 200658.

 

Company Secretary56

ACTING SECRETARY         

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Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

 

The form above is an example of how a typical form for the Organizational Meeting may be completed.

 

1.       The name of the corporation.  It should also be inserted in the first line of the preliminary statement for the meeting minutes.

2.       The date of the meeting should be noted.

3.       The address of the corporation or where the meeting was held should be noted at this juncture.

4.       Names of the individuals who attended the meeting should be listed.

5.       It is good practice to have an attorney present at an organizational meeting; therefore, a place for the attorney’s identify has been included.

6.       The number four (4) is an arbitrary number, and in the particular sample shown, four (4) officers of the corporation were noted.

7.       Once again, the name of the corporation should be inserted.

8.       The date that the resolution was passed should be noted.  Generally, this is the same date as the meeting minutes.

9.       The date when the earlier meting was held.  This format would be used in all subsequent meetings where the prior meeting is reflected.

10.     If revenues have been received, the source and reason should be stated, along with a statement of expenditures.  This is a treasury report.

11.     Either the President or the Treasurer would report on the establishment of the bank account.

12.     The bank name.  Banks often prepare a separate resolution which should be made a part of the minutes as an attachment. The resolution
    indicates the amount for which individuals will be authorized to issue checks and whether several signatures are required.

13.     The dollar amount of the total investment of all investors should be included at this point.

14.     The amount to be contributed by the first investor.

15.     The identity of the first investor.

16.     The dollar amount invested by the second investor.

17.     The name of the second investor.

18.     The dollar amount by the third investor.

19.     The name of the third investor.  With additional investors, an amount for each investor and the investor’s name should also be shown.

20.     The total aggregate number of shares which the corporation is authorized to issue is stated.  The figure used is arbitrary in this case.

21.     The number of shares actually issued is indicated.  The figure chosen was arbitrary.

22.     The dollar amount per share that is represented by the stock issued should be stated.  If there is a “no par,” it should be stated as well.

23.     The number of shares purchased by the first investor.

24.     The name of the first investor.

25.     The number of shares purchased by the second investor .

26.     The name of the second investor.

27.     The number of shares purchased by the third investor.

28.     The name of the third investor. (If there are more investors, the number of shares should be indicated, along with the name of the investor.)

29.     Again, the name of the corporation.

30.     The dollar amount per share.  Here “no par” was chosen.

31.     The number of shares issued.

32.     The name of the first investor.

33.     The name of the second investor.

34.     The name of the third investor.

35.     The number of shares purchased by the first investor.

36.     The number of shares purchased by the second investor.

37.     The number of shares purchased by the third investor.

38.     The name of the corporation.

39.     The total number of shares issued.  (Rarely is it the total or aggregate number of shares which the corporation is authorized to issue.)

40.     The dollar amount or “no par” per share.

41.     The number of shares that will be issued at this time.

42.     The total amount invested at this time.

43.     The date by which each of the shareholders must pay funds to the corporation in exchange for the stock.  Often, this is a date in the future 
    which allows the investor sufficient time to make the investment.

44.     The state law under which the corporation is issuing its stock.

45.     This sample shows a Subchapter S election.  Subchapter S is a portion of the Federal Revenue Code through which special delineated  
    procedures allow individual shareholders to treat the corporation in such manner that a direct tax benefit is derived.  An attorney or tax 
    accountant should be consulted in this regard.  Most small and/or closely held corporations choose the Subchapter S status; however, it is 
    not necessary.  If Subchapter S is not selected, this section should be deleted.

46.     The name of the corporation appears on the Ratification of Acts discussion.

47.     The name of the first shareholder.

48.     The name of the second shareholder.

49.     The name of the third shareholder.

50.     One of the shareholders makes a proposal that the incorporators be elected to the Board of Directors.

51.     The first shareholder elected to the Board of Directors.

52.     The second shareholder elected to the Board of Directors.

53.     The third shareholder elected to the Board of Directors.

54.     The individual who is acting President or elected President signs.

55.     The individual elected or acting as Secretary and/or Treasurer would sign in this space.

56.     The location where the meeting is held.

57.     The date of the meeting.

 

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

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