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Copy Of First Meeting Of Directors
FIRST MEETING OF DIRECTORS
The first meeting of the Board of Directors of [Name of Corporation] Corporation was held at [Address] in the City of [Name of City] State of [Name of State] on [Date] at [Time]
There were present:
[Name(s) of Attendants]
and being all of the directors of Corporation.
Upon motion duly made, seconded and carried, [Temporary Chairman's Name] acted as temporary chairman, and acted as temporary secretary of the meeting.
The Secretary put forth and read a waiver of notice of the meeting, signed by all the directors.
The minutes of the meeting of incorporators and subscribers to the capital stock were read and approved.
Upon motion made, seconded and carried, it was
RESOLVED, that the acts of the incorporators of [Name of Corporation] Corporation, jointly and severally, for and on behalf of the Corporation, are hereby approved, ratified and adopted as acts of the Corporation, in the same manner as if each and every such act has been done pursuant to the specific authorization of the Corporation.
Upon motion duly made, seconded and carried, it was
RESOLVED, that all action taken by the incorporators, stockholders and subscribers to capital stock of the Corporation at the organization meeting held at [Address] on [Date] at [Time] be and the same are hereby approved and ratified to the full extent that approval and ratification by this Board of Directors is necessary or proper.
Upon motion duly made, seconded and carried, it was
RESOLVED, that the Treasurer is hereby authorized to pay or reimburse all fees and expenses incident to and necessary for the organization of the Corporation, and to procure and pay for the proper corporate books.
Upon motion duly made, seconded and carried, it was
RESOLVED, that the Bylaws for the regulation and management of the affairs of the Corporation, which were read and approved and adopted article by article be filed with the minutes of this meeting and authenticated as the corporate Bylaws by the signature of the Secretary of this meeting.
Upon motion duly made, seconded and carried, it was
RESOLVED, that an election be held to choose a Chairman of the Board of Directors, a President, an Executive Vice President, a Vice President, a Secretary-Treasurer, to serve for a period of one year and thereafter until their respective successors shall be elected.
The following persons were nominated officers of the Corporation:
Name Office
[Nominee] [Position]
The Chairman announced that the aforementioned persons had been elected to the office set opposite their respective names.
Each of the officers so elected thereupon accepted the office to which elected as aforestated.
Moved to consider the salaries of the officers of the Corporation of the year commencing [Date]. The motion was duly seconded and carried. The Chairman announced that the officer whose salary was being considered would not participate in the vote, and that the salary of each officer would be considered separately.
After the President left the meeting, it was on motion made, seconded and carried:
That the salary of [President's Name] as President of the Corporation, be fixed at $ [Amount] U.S. Dollars per year.
The salary of [President's Name] as President of the Corporation, having been duly voted upon, [President's Name] was recalled to the meeting.
Vice President of the Corporation, then left the meeting.
After the Vice President left the meeting, it was on motion duly made, seconded and carried:
That the salary of [Vice President's Name] as Vice President of the Corporation, be fixed at $ [Amount] U.S. Dollars per year.
The salary of[Vice President's Name] as Vice President of the Corporation, having been duly voted upon, [Vice President's Name] was recalled to the meeting.
Treasurer of the Corporation, then left the meeting.
After the Treasurer left the meeting, it was on motion duly made, seconded and carried:
That the salary of [Treasurer's Name] as Treasurer of the Corporation, be fixed at $ [Amount] U.S. Dollars per year.
The salary of as Treasurer of the Corporation, having been duly voted upon, [Treasurer's Name] was recalled to the meeting.
I, Secretary of the Corporation, then left the meeting.
After the Secretary left the meeting, it was on motion duly made, seconded and carried:
That the salary of as Secretary of the Corporation, be fixed at $ [Amount] U.S. Dollars per year.
The salary of [Secretary's Name] as Secretary of the Corporation, having been duly voted upon,[Secretary's Name] was recalled to the meeting.
On motions duly made and seconded it was resolved
1. That the seal, an impression whereof is hereto attached, be adopted as the corporate seal of this Corporation.
2. A form of stock certificate was presented and adopted.
3. That the stock book and transfer book presented to the Board at this meeting are hereby adopted as the stock book and transfer book of the Corporation.
4. That the Corporation shall act as its own transfer agent, and
5. That the President shall have the power when necessary to employ one or more transfer clerks, or to assign the duties of a transfer clerk to one or more officers or employees of the Corporation, furthermore to discharge the transfer clerk or clerks, or to revoke the duties of transfer clerk granted to any officer or employee.
6. That the Board of Directors is hereby authorized and directed to issue and sell, at a consideration fixed by the Board, however, at no less than the par value of the stock, the entire unsubscribed and unissued authorized capital stock of this Corporation, amounting to [Amount] shares of Common Stock with a par value of $ [Amount] U.S. Dollar(s) per share; and
7. That the President and Secretary are directed to take all necessary action to comply with the Securities Laws of [Jurisdiction] before issuing or selling any of said stock.
8. That the Board of Directors is hereby authorized and directed to issue the remainder of the unissued authorized capital stock of this Corporation, from time to time as may be desirable in its discretion, upon payment therefor of a good and fair consideration fixed by the Board.
WHEREAS, [Buyer's Name] has offered to purchase all the unsubscribed and unissued shares of common stock of
Corporation for the price of $ [Amount] U.S. Dollar(s) per share, payable in cash,
AND WHEREAS, the Board of Directors of this Corporation deem such a sale desirable:
That the Board of Directors is hereby authorized to accept the offer of [Buyer's Name] and to issue to said offerer shares of common stock, and the certificate evidencing the same upon full payment of the agreed price.
9. That the principal office of the Corporation be established and maintained at [Address] in the City of [Name of City].
10. That the fiscal year of the Corporation begin on the first day of in each year.
11. That the Bank located at [Bank's Address] (hereinafter "Bank") is hereby designated as a depository of this Corporation and that the officers and agents of this Corporation are hereby authorized to deposit any and all of the funds of this Corporation in said Bank either at its head office or at any of its branches.
12. That any funds of this Corporation deposited in said Bank be subject to withdrawal or charge at any time and from time to time upon checks, notes, drafts, bills of exchange, acceptances, undertakings, or other instruments or orders for the payment of money when made, signed, drawn, accepted or endorsed on behalf of this Corporation by any two of the following officers: President, Vice President, Secretary-Treasurer.
13. That the Bank is hereby authorized to pay any such instrument or make any such charge and also to receive the same from the payee or any other holder without inquiry as to the circumstances of issue or the disposition of the proceeds even if drawn to the individual order of any signing person, or payable to said Bank or others for his account, or tendered in payment of his individual obligation, and whether drawn against an account in the name of this Corporation or in the name of any officer or agent of this Corporation as such.
14. That any two of the following: the President, Vice President, Secretary and Treasurer are hereby authorized on behalf of this Corporation:
A. To borrow money and to obtain credit for the Corporation from the Bank on any terms and to make and deliver notes, drafts, acceptances, instruments of guaranty, agreements and any other obligations of this Corporation therefor in form satisfactory to the Bank.
B. To pledge or assign and deliver, as security for money borrowed or credit obtained, stocks, bonds, bills receivable, accounts, mortgages, merchandise, bills-of-lading, warehouse receipts, insurance policies, certificates, and any other property held by or belonging to the
Corporation with full authority to endorse, assign, or guarantee the same in the name of the Corporation.
C. To discount any bills receivable or any paper held by the Corporation with full authority to endorse the same in the name of the Corporation.
D. To withdraw from the Bank and give receipt for, or to authorize the Bank to deliver to bearer or to one or more designated persons, all or any documents and securities or other property held by it, whether held as collateral security or for safekeeping or for any other purpose.
E. To authorize the Bank to purchase or sell for account of the Corporation stocks, bonds and other securities, and
E To execute and deliver all instruments required by the Bank in connection with any of the foregoing matters and affix thereto the seal of this Corporation.
15. That the Secretary or any other officer of this Corporation is hereby authorized to certify to the Bank the names of the present officers of this Corporation and other persons authorized to sign for it and the offices respectively held by them, together with specimens of their signatures, and in case of any change of any holder of any such office or holders of any such offices, the fact of such change and the names of any new officers and the offices respectively held by them, together with specimens of their signatures; and the Bank is hereby authorized to honor any instrument signed by any new officer or officers in respect of whom it has received any such certificate or certificates with the same force and effect as if said officer or said officers were named in the foregoing resolutions in the place of any person or persons with the same title or titles.
16. That the Bank be promptly notified in writing by the Secretary or any officer of this Corporation of any change in these resolutions, such notice to be given to each office of the Bank in which any account of this Corporation may be kept, and that until it has actually received such notice in writing it is authorized to act in pursuance of these resolutions, and that until it has actually so received such notice it shall be indemnified and saved harmless from any loss suffered or liability incurred by it in continuing to act in pursuance of these resolutions, not withstanding, that these resolutions may have been changed.
17. That, beginning with the present meeting, the fees of non-salaried members of the Board of Directors be fixed at $ [Amount] U.S. per meeting.
Upon motion duly made, seconded and carried, it was further resolved
18. That [Auditor's Name] be engaged to make the annual audit of the books of this Corporation for the year ending [Date] and that be paid the sum of Dollars $ [Amount] U.S. for such services; and that the proper officers of this Corporation are hereby authorized and directed to execute a written retainer for said services of [Auditor's Name].
There being no further business, a motion was duly made, seconded and carried that the meeting be adjourned.
President Secretary