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Organization Meeting Of Directors
MINUTES OF ORGANIZATION MEETING
OF BOARD OF DIRECTORS
The organizational meeting of the Board of Directors of [Name of Corporation] was held at [Address of Meeting] on [Date of Meeting], at [Time of Meeting].
Present were [Name of Persons] being the persons designated as the Directors in the Articles of Incorporation.
[Name of Chairman] acted as temporary Chairman of the meeting and [Name of Secretary] acted as temporary Secretary.
The Chairman stated that the meeting had been duly called by the Incorporators of the Corporation.
The Chairman announced that the Articles of Incorporation of the Corporation had been duly filed with [State of Jurisdiction] on [Date Filed]. The Certificate of Incorporation and a copy of said Articles of Incorporation were directed to be inserted in the Minutes and made a part thereof.
Aproposed form of Bylaws for the regulation and the management of the affairs of the Corporation was stated at the meeting. The Bylaws were read and deliberated and, upon motion properly made and seconded, it was:
RESOLVED, that the form of Bylaws of the Corporation, as stated in this meeting, a copy of which is ordered to be inserted in the Minute Book of the Corporation, and the same are hereby approved and adopted as the Bylaws of the Corporation. The following persons were nominated officers of the Corporation to serve until their respective successors are chosen and qualify:
PRESIDENT: [Name of President]
VICE PRESIDENT: [Name of Vice President]
SECRETARY: [Name of Secretary]
TREASURER: [Name of Treasurer]
The Chairman announced that said persons had been elected to the office set opposite their respective names.
The President thereupon took the chair and the Secretary immediately assumed the discharge of the duties of that office.
The President then announced that there were a number of organizational matters to be deliberated at the meeting and a number of resolutions to be approved and adopted by the Board of Directors.
The form of stock certificates was then exhibited at the meeting. Thereupon, a motion duly made and seconded, it was:
RESOLVED, that the form of stock certificates put forth at this meeting be, and the same is hereby adopted and approved as the stock certificate of the Corporation, a specimen copy of the stock certificate to be attached with these Minutes.
FURTHER RESOLVED, that the officers are hereby authorized and directed to pay or reimburse the payment of all fees and expenses incident to and necessary for the organization of this Corporation. The Board of Directors then considered the opening of a corporate bank account to serve as a depository for the funds of the Corporation. Following deliberation, on motion duly made and seconded, it was:
RESOLVED, that the Treasurer be authorized and directed to open an account with and to deposit all funds of the Corporation, all drafts, checks and notes of the Corporation payable on said account to be made in the corporate name signed by [Name of Authorized Person].
FURTHER RESOLVED, that officers are hereby authorized to execute such resolutions (including formal Bank Resolutions), documents and other instruments as may be necessary or advisable in opening or continuing said bank account. A copy of the applicable printed form of Bank Resolution hereby adopted to supplement these Minutes is ordered attached to the Minutes of this meeting.
It is reported that the following persons have made an offer to transfer the property listed below in exchange for the following shares of the stock of the Corporation:
Payment
Consideration, Number of
Name or Property Shares
[Name of Person] [Description] [Amount of Shares]
Upon motion duly made and seconded, it was:
RESOLVED, that acceptance of the offer of the aforementioned persons is in the best interest of the Corporation and necessary for carrying out the corporate business, and in the judgment of the Board of Directors, the assets proposed to be transferred to the Corporation are reasonably worth the amount of consideration deemed therefore, and the same hereby is accepted, and that upon receipt of the consideration indicated above, the President and the Secretary are authorized and directed to issue certificates of fully paid, nonassessable capital stock of this Corporation in the amounts indicated to the aforementioned persons. To insure the payment of expenses of incorporation and organization for the Corporation, on motion duly made, seconded and unanimously carried, the following resolution was adopted:
RESOLVED, that the President and the Secretary and/or Treasurer of Corporation be and they are hereby authorized and directed to pay the expenses of this Corporation, including attorney's fees for incorporation, and to reimburse the persons who have made disbursement thereof. After deliberation of the appropriate issues with regard to the tax year and accounting basis, on motion duly made, seconded and unanimously carried, the following resolution was adopted:
RESOLVED, that the first fiscal year of the Corporation shall commence on [First Date of Fiscal Year] and end on [Last Date of Fiscal Year]
FURTHER RESOLVED, that the President be and is hereby authorized and directed to enter into employment contracts with certain employees, such contract shall be for the term and the rate stated in the attached Employment Agreements.
FURTHER RESOLVED, that it shall be the policy of the Corporation to reimburse each employee or to pay directly on his behalf all expenses incidental to his attendance at conventions and seminars as may be approved by the President. Reimbursement shall include full reimbursement for commercial and private transportation, expenses, plus other necessary and ordinary out-of-pocket expenses incidental to the said travel, including meals and lodging.
A deliberation was then held concerning the immediate commencement of business operations as a Corporation and it was then decided that business operations of the Corporation would commence as of [First Date of Business Operations].
It was agreed that no fixed date would be set for holding meetings of the Board of Directors except the regular meetings to be held immediately after the annual meetings of shareholders as provided in the Bylaws of the Corporation but that meetings of the Directors would be periodically called by the President and Secretary or others pursuant to the Bylaws.
Upon motion duly made, seconded and unanimously carried, it was:
RESOLVED, that the officers of the Corporation are hereby authorized and empowered to do any and all things necessary to conduct the business of the Corporation as set forth in the Articles of Incorporation and Bylaws of the Corporation.
Upon motion duly made, seconded and unanimously carried, the following resolution was adopted:
RESOLVED, that, if required, [Name of Resident Agent] be, and hereby is, appointed Resident Agent in the State of The office of the Resident Agent will be located at [Address of Resident Agent]
The Chairman then announced at the meeting the question of electing the provisions of Section 1244 of the Internal Revenue Code. He stated that this Section permits ordinary loss treatment when either the holder of Section 1244 stock sells or exchanges such stock at a loss or when such stock becomes worthless. After deliberation, the following preamble was announced and the following resolution was unanimously approved:
RESOLVED, that:
WHEREAS, this Corporation qualifies as a small business corporation as defined in Section 1244, but
WHEREAS, the Board of Directors are concerned over future tax law changes modifying Section 1244 as presently enacted (subsequent to the Revenue Act of 1978) and thus desire to safeguard this Corporation's 1244 election by complying with prior law as well as present law, and
WHEREAS, pursuant to the requirements of Section 1244 and the Regulations issued thereunder, the following plan has been presented to the Corporation by the Board of Directors of the Corporation:
(a) The plan as hereafter set forth shall, upon its adoption by the Board of Directors of the Corporation, immediately become effective.
(b) No more than [Amount of Shares] shares of common stock are authorized to be issued under this plan, and such stock shall have a par value of $ [Amount of Money] U.S. Dollars per share.
(c) Stock authorized under this plan shall be issued only in exchange for money, or property subject to monetary valuation other than capital stock, securities or services rendered or to be rendered. The aggregate dollar amount to be received for such stock shall not exceed $1,000,000, and the sum of each aggregate dollar amount and the equity capital of the Corporation (determined on the date of adoption of the plan) shall not exceed $1,000,000.
(d) Any stock options granted during the life of this plan which apply to the stock issuable hereunder shall apply solely to such stock and to no other and must be exercised within the period in which the plan is effective.
(e) Such other action as may be necessary shall be taken by the Corporation to qualify the stock to be offered and issued under this plan as "Section 1244 Stock," as such term is defined in the Internal Revenue Code and the regulations issued thereunder.
NOW, THEREFORE, said plan to issue Section 1244 Stock is adopted by the Corporation and the appropriate officers of the Corporation are authorized and directed to take all actions deemed by them necessary to carry out the intent and purpose of the recited plan.
There being no further business requiring Board action or consideration, the meeting was adjourned.
Dated: [Date Signed]
Secretary