Blank Contract Legal Forms

FIRST BOARD OF DIRECTORS’ MEETING

OF EXETOR COMPANY¹(Name of Corporation)

The first meeting of the Board of Directors of Exetor Company¹was called to order at 123 Main Street, Chicago, Illinois² on the 5th day of April 2006³. Present for the meeting were Elmer Dolby⁴, Richard Snull⁵, David Hokey⁶, each of whom waived formal notice of said meeting.

MEETING MINUTES:

The meeting minutes of the Preliminary Meeting held on the 5th day of February 2006⁷, and the meeting minutes of the Organizational Meeting on the 5th day of March 2006⁸ were read and approved with changes.

TREASURER'S REPORT:⁹

The Treasurer's report was deferred until the next meeting due to the fact that arrangements were being made to open appropriate bank accounts and assemble the funds for the investment by the respective shareholders.

OFFICIAL BUSINESS:

It was anticipated that the first corporate account would be developed sometime within the next 30 days; an appropriate contract would be prepared and signed at that time.

STOCK ISSUE:

It was determined that Exetor Company¹⁰ would qualify as a small business corporation and it was the intention to keep the corporation in the range of qualification for benefits allowed under the Internal Revenue Code including being the election of Subchapter S which was decided to be undertaken in the meeting of the general shareholders held on the 15th day of February 2006¹¹. In regard with the intent of keeping the corporation a small business entity and in conjunction with the foregoing, the following resolution passed unanimously:

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

RESOLVED: That Exetor Company¹², being a duly organized corporation under the laws of the State of Illinois¹³, should be authorized to function as a small business corporation and the initial issue of 200,000¹⁴ shares of stock would apply pursuant to the following:

A. Of the initial 200,000¹⁴ shares, each share shall be issued at the rate of no par ($no par)¹⁵ per share.

B. That, in the initial issue, no more than 200,000¹⁶ shares shall be authorized for an aggregate capitalization or investment of $20,000¹⁷.

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 1st day of June 2006¹⁸.

D. Only a single class of stock shall be issued.

E. The shareholders shall be individual, estate and/or certain trusts as permitted by law.

After the foregoing resolution passed unanimously, it was decided that the stock certificates would be issued, however, would be held until each investor had invested his complete amount of interest.

FEDERAL I.D. NUMBER:

It was necessary for the corporation to complete its Federal I.D. Application (Form No. 2553)²⁰, which was completed for filing.

SUBCHAPTER S STATUS:

It was decided that the corporation engage as a Subchapter S; therefore, a Form No. 941 would be completed by the shareholders. All parties agreed that this was the best course for the corporation to follow.

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

ELECTION OF OFFICERS:

A slate of officers was proposed, and the following individuals were elected as officers of the corporation:

Elmer Dolby President²¹

Richard Snull Vice President²²

David Hokey Secretary²³

David Hokey Treasurer²⁴

NEW BUSINESS:

No new business was discussed at this time.

AMENDMENTS:

No amendments were found to be necessary to the corporation Bylaws.

RATIFICATION OF ACTS:

In conjunction with the parties of the corporation and pursuant to each of the incorporators and officers acting on behalf of the corporation, the following resolution was adopted:

RESOLVED: That all actions heretofore undertaken by each of the officers on behalf of the corporation are hereby authorized as full and complete acts of the corporation; and that the corporation shall indemnify each of the principals, incorporators and shareholders as well as officers for said acts.

The foregoing resolution was passed unanimously. There being no further business, the meeting was declared adjourned.

Dated at 123 Main Street, Chicago, Illinois²⁵ on this 5th day of April 2006²⁶.

Company Secretary²⁷

SECRETARY

The form opposite is an example of how a typical form for the First Board of Directors’ Meeting may be completed.

9. If funds have been received and expenditures made, a full Treasurer’s report should either appear here or be attached as an appendix.

13. The state in which the corporation exists and under whose laws it is governed.

14. The number of shares to be issued. This amount should be consistent with the amount issued in the Organizational Meeting.

15. The dollar amount or “no par” per share. This should also be consistent with the amount shown in the Organizational Meeting.

16. Number of shares to be issued initially. The 200,000 figure was used arbitrarily.

17. The dollar amount of the total contribution or investment by the shareholders to be made at this time. The $20,000 figure is arbitrary.

18.     The date by which the shareholders must make their investment. Generally, this is a date in the future allowing the shareholders to make an
    investment up to and including the date shown. (No other resolution such as this resolution may be issued prior to the fulfillment of the stock
    investment and prior to the conclusion of this date.)

19. The class of the stock or the series of the stock should be indicated at this point.

20. The 2553 Form is the form which allows for an application to the Internal Revenue Service for a Federal I.D. number.