PRELIMINARY MEETING

OF ____________________

            On the _____ day of _____________________________, 20___, a Preliminary Meeting of the Incorporators of a new ___________________ Corporation to be known as the ____________________ Corporation was held at ____________________ in ____________________, ____________________. ___________________, (legal counsel), was present. ___________________, __________________,  ____________________ were present and will serve as incorporators and as members of the original Board of Directors, along with ___________________, ____________________ 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 ____________________ which will be located at ____________________, ____________________.  The corporate existence begins subsequent to the filing of a Certificate of Incorporation with the Secretary of State.

        REGISTERED OFFICE-AGENT-DIRECTORS:  It was determined that ____________________ will serve as the Registered Agent for the corporation and would use his business address at ____________________ , ____________________ 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 ___________________________ (corporation); ____________________(name) will serve  as the Registered Agent for the corporation; the Registered Office for the  corporation will be at __________________________ (location), ____________________; 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 ____________________.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2009 by LAWCHEK, LTD.

        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.

        CAPITALIZATION:  The foregoing resolution passed unanimously whereupon the total stock issue and the need for capitalization was reviewed.  It was determined that approximately Dollar Amount_______________________________ ($____________) 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 ____________ 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 ____________.  In this regard the following resolution was proposed.

RESOLVED:  That the corporation be authorized to issue an aggregate of ____________ shares at ____________.

            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 ___________________________________ (names of shareholder)  would likely invest Dollar Amount________________________________ ($____________) each in property interest now held. ____________________________ (name of shareholder) discussed the likelihood of investing Dollar Amount____________________ ($____________).  It was anticipated that each of the individuals would share in the investment made. ____________________ (name of shareholder) indicated an interest in investing Dollar Amount ____________________ ($__________).  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.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2009 by LAWCHEK, LTD.

          SMALL BUSINESS CORPORATION:  It was determined that the corporation would function as a small business corporation with no more than ____________ (number) shareholders 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 ____________________ on this _____ day of _______________ 20___.

____________________

ACTING SECRETARY

____________________

ACTING PRESIDENT

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2013 by LAWCHEK, LTD.