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PRELIMINARY MEETING

OF EXETOR COMPANY¹

On the 2nd² day of January², 2006², a Preliminary Meeting of the Incorporators of a new Illinois³ Corporation to be known as the Exetor⁴ Corporation was held at 123 Main Street⁵ in Chicago⁶, Illinois⁶. Diane J. Alexander⁷, (legal counsel), was present. Elmer Dolby⁸, Richard Snull⁸, David Hokey⁸ were present and will serve as incorporators and as members of the original Board of Directors, along with Janet Olson⁹, Dorothy Bennet⁹ who were not present.

PURPOSE: At the outset of the meeting, the general discussion related to the purpose of the new corporation which involved the full range of corporate business with particular emphasis on engaging in real estate acquisitions with the principal interest on nursing homes and care facilities¹⁰ which will be located at 123 Main Street, Chicago, Illinois.¹¹ The corporate existence begins subsequent to the filing of a Certificate of Incorporation with the Secretary of State¹².

REGISTERED OFFICE-AGENT-DIRECTORS: It was determined that Elmer Dolby¹³ will serve as the Registered Agent for the corporation and would use his business address at 123 Main Street, Chicago, Illinois¹⁴ as the registered office of the corporation. In regard to the foregoing, the following resolution passed unanimously:

RESOLVED: That the new Corporation will be known as the Exetor Company¹⁵; Elmer Dolby¹⁶ will serve as the Registered Agent for the corporation; the Registered Office for the corporation will be at 123 Main Street, Chicago, Illinois¹⁷; the original incorporators will serve as the Board of Directors; and an appropriate set of Bylaws will govern the activities of the corporation. The registered office and registered agent are represented to the Secretary of State in conjunction with Illinois Code¹⁸.

BOARD MEMBERS: After the foregoing resolution passed, there was a general discussion relative to the service of Board Members and the individuals incorporating the new business. It was decided that from time to time the members of the Board of Directors would function as officials acting on behalf of the corporation and, in such capacity, the actions of the board should be the sanctioned actions of the company.

RESOLVED: All acts undertaken on behalf of the corporation by the Board of Directors shall be and are hereby ratified as the official acts of the company in order to expedite the organization process.

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

CAPITALIZATION: The foregoing resolution passed unanimously whereupon the total stock issue and the need for capitalization was reviewed. It was determined that approximately Twenty Thousand Dollars ($20,000)¹⁹ will be needed to start the project.

NO PAR: It was suggested that the total number of shares to be issued by the corporation be at least 1,000,000²⁰ shares. Some discussion related to the value of the stock and its likelihood to appreciate or depreciate over the years. Therefore, it was suggested that the stock be issued at “no par”²¹. In this regard the following resolution was proposed.

RESOLVED: That the corporation be authorized to issue an aggregate of 1,000,000²² shares at “no par”²³.

The foregoing resolution passed unanimously whereupon the next order of business was a discussion regarding the interest of various individuals in acquiring stock in the corporation. In this regard Elmer Dolby²⁴ would likely invest Ten Thousand²⁵ ($10,000)²⁶ each in property interest now held. Richard Snull²⁷ discussed the likelihood of investing Five Thousand²⁸ ($5,000)²⁹. It was anticipated that each of the individuals would share in the investment made. David Hokey³⁰ indicated an interest in investing Five Thousand³¹ ($5,000)³². At an appropriate time during the next organizational meeting and/or the First Meeting of Directors a resolution would be passed for the issuance of stock in the corporation.

SMALL BUSINESS CORPORATION: It was determined that the corporation would function as a small business corporation with no more than 35³³shareholders with a single class of stock and with only individuals, estate and certain trusts eligible as shareholders. Nonresident aliens could not be shareholders.

UNAUTHORIZED ACTS: It is understood that any action taken by the individuals on behalf of the corporation as incorporators are unofficial acts and will remain unofficial acts until the Articles of Incorporation have been filed by the Secretary of State after which a formal Organizational Meeting will be held.

There being no further business, the meeting was declared adjourned.

Dated at 123 Main Street, Chicago, Illinois³⁴ on this 1st day of April 2006³⁵.

Acting Secretary
ACTING SECRETARY³⁶

Acting President
ACTING PRESIDENT³⁷

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

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

A preliminary meeting of the corporation is not a recognized act of the corporation. It should be particularly noted that until a corporation receives official status through the appropriate filing with the proper government entity (such as Secretary of State), any acts generally undertaken on behalf of the corporation may result in individual liability to the incorporators. In other words, a corporation may not act as a corporation until it has been appropriately and properly filed with the governing authority (example given, Secretary of State in the state of Illinois). Therefore, the purpose of the preliminary meeting is simply to focus the parties on the various acts that they need to complete in order for the corporation to become an official and organized entity.

1. Name of the company.

2. The date on which the meeting was held for the purpose of discussing all matters as disclosed through preliminary meeting minutes.

3. The name of the state in which filing a new corporation.

4. Name of the company.

5. An arbitrary address has been used on these forms.

6. An Arbitrary state has been used on these forms.

7. Generally, it is advisable to have legal counsel present; therefore, a space has been provided for the name of legal counsel.

8. Individuals listed are the incorporators or the people who met for the purpose of incorporating.

9. The individuals who also had planned to be a part of the corporation but who are unavailable for the meeting are listed at this juncture.

10. An arbitrary statement for the purpose of this particular corporation is stated. The parties must state principal purpose of the new company.

11. An arbitrary location has been used on this form.

12. Since Illinois was selected as the state for this sample form, the Secretary of State is the governing authority to which the Articles of
Incorporation are to be directed upon completion of same.

13. Each corporation must have a Registered Agent for the purpose of service and for being identified by government entities, etc. The name of
Elmer Dolby was arbitrarily selected as the Registered Agent for this sample.

14. An arbitrary location has been used on this form.

15. Name of corporation.

16. An individual should be selected as the Registered Agent who will receive any service of process or official notification by the Secretary of
State or any government entity.

17. The location provided should be the location where all corporate matters can be retrieved and where all corporate matters should be sent.

18. The Registered Office and Agent should be indicated to be in compliance with appropriate state code. Here the state of Illinois was chosen.

19.       An amount of capital must be stated as to the anticipation of the company’s financial needs. The company should always be adequately
      capitalized. In other words, a company should always have sufficient funds to conduct the operations for which it is incorporated. In this
      case, the amount of $20,000 has been arbitrarily set for as the need for capitalization for this particular company.

20. The amount of one million shares is an arbitrary number for the aggregate or total number of shares that the corporation may issue.

21. A dollar amount or “no par” may be used as the amount per share that shall be used as stock value in conjunction with the issuance of
stock. “No par” means there is not an established dollar amount, even though a set amount was used for the purchase of the stock.

22. The number of shares in this case has been arbitrarily selected as 1,000,000 in order to allow the company to have adequate growth. The
number of shares need not coincide with the amount of par or dollar contribution made for the capitalization of the company.

23. Again “no par” was selected, although a dollar amount per share could have been indicated.

24. The identified shareholder hypothetically indicated he would invest a specific amount in the company. This is reflected in the minutes.

25. This amount represents the figure (which again is arbitrary) which the hypothetical investor indicated he would invest.

26. This is the numerical form of the hypothetical investment.

27. This is the second hypothetical individual who indicated an investment interest in the company.

28. This amount represents the figure, which again is arbitrary, as the amount the second hypothetical investor indicated he would invest.

29. This is the numerical form of the hypothetical investment.

30. This is the third hypothetical individual who indicated an investment interest in the company.

31. This amount represents the figure, which again is arbitrary, and which the hypothetical investor indicated he would invest.

32. This is the numerical form of the hypothetical investment.

NOTE: The three investments of the investors total $20,000 as shown on the form.

33. This figure must be monitored pursuant to the federal tax regulations if the company is to remain a Subchapter S. An attorney should be
consulted regarding this, because this figure does change from time to time. This figure of 35 has been arbitrarily set.

34. Arbitrary location.

35. Arbitrary date and year.

36. Signature of Secretary of the corporation.

37. Signature of President of the corporation.

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