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orporation Minutes of First Board of Directors Meeting 4 made and carried, the meeting was adjourned. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Cn _______________. This corporation shall report its income and expenses on a(n) __________________ basis. 14. The following other business was conducted: There being no further business, upon motion. Minutes of First Board of Directors Meeting 3 13. Upon motion made and carried, the board of directors RESOLVED that: The fiscal year of this corporation shall begin on _______________, and end oiver the appropriate number of shares of stock in this corporation to the respective persons. The shares of stock issued shall be fully paid and non-assessable common capital stock of this corporation of directors RESOLVED that: The assets proposed for transfer are good and sufficient consideration and the officers are directed to accept the assets on behalf of the corporation and to issue and del_ ________________________ _____________________ _____________________ _____________________ _____________________ _____________________ _____________________ Upon motion made and carried, the board_____________________ __________________________ __________________________ ________________________ ________________________ ________________________ ________________________ _______________________e following number of shares of common capital stock in the corporation: Name Property or Money Number of Shares __________________________ __________________________ __________________________ _____y of these bylaws are ordered to be attached to the minutes of this meeting. 12. The following persons have offered to transfer the property or money listed below to the corporation in exchange for thtion was presented at the meeting and read by each director. Upon motion made and carried, the board of directors RESOLVED that: The proposed bylaws of this corporation are approved and adopted. A copicates, and Stock Transfer Book of this corporation. A specimen copy of the Stock Certificate is ordered to be attached to the minutes of this meeting. 11. A copy of the proposed bylaws of the corpora. Upon motion made and carried, the board of directors RESOLVED that: The Seal, Stock Certificates, and Stock Transfer Book presented at this meeting are adopted and approved as the Seal, Stock Certife attached to the minutes of this meeting. Minutes of First Board of Directors Meeting 2 10. A proposed Corporate Seal, Corporate Stock Certificate, and Corporate Stock Transfer Book were presenteded to execute any formal Bank Resolutions and documents which may be necessary to open such an account. A copy of the formal Bank Resolution for opening this account is hereby adopted and ordered to b all funds of the corporation into this account, with checks payable upon the corporate signature of ____________________ only. And further RESOLVED that: The officers of this corporation are authoriz carried, the board of directors RESOLVED that: The officers of this corporation be authorized and directed to open a bank account with ____________________, located at _______________, and to depositay all fees and expenses necessary for the organization of this corporation. The officers are also directed to procure and prepare the necessary books for corporate accounting. 9. Upon motion made and________________ $ ____________________ $ ____________________ 8. Upon motion made and carried, the board of directors RESOLVED that: The officers of this corporation are authorized and directed to phe annual salaries of the officers were fixed at the following rates until the next annual meeting of the board of directors: President Vice-President Secretary Treasurer $ ____________________ $ _____________________________________, Vice-President ______________________________________________, Treasurer ______________________________________________, Secretary 7. Upon motion made and carried, t of the corporation to serve until the first annual board of directors meeting: Minutes of First Board of Directors Meeting 1 ______________________________________________, President _____________the incorporators of this corporation, which were taken on behalf of the corporation, are approved, ratified, and adopted as acts of the corporation. 6. The following persons were elected as officersd to be attached to the minutes of this meeting. 5. Upon motion made and carried, the board of directors RESOLVED that: The joint and individual acts of ____________________ and ____________________, he State of _______________ on ___________, 20 ___, and that the incorporation was effective as of ___________, 20 ___. Upon motion made and carried, a copy of the Articles of Incorporation was ordereecretary was ordered to attach the Affidavit of Notice or the Waiver of Notice to the minutes of this meeting. 4. The chairperson reported that the Articles of Incorporation had been duly filed with tthat a quorum was present. 3. The secretary then presented an Affidavit of Mailing of Notice or a Waiver of Notice of the meeting which was signed by all directors. Upon motion made and carried, the slected as the temporary secretary of the board. 2. The chairperson announced that the meeting had been duly called by the incorporators of the corporation, called the meeting to order, and determined _ _____________________________________________________________________________. 1. ___________________________ was elected as the temporary chairperson of the board. ___________________________ was en in the Articles of Incorporation. The following other persons were also present: _______________________________________ ___________________________________________________________________________________________________________________________________________ ______________________________________________________________________________ all of whom are designated as directors of this corporatio_, at _____ o'clock ___. m., at the offices of the corporation, located at ___________________. Present at the meeting were the following people: _____________________________________ ___________________________________________________ Minutes of First Board of Directors Meeting of _____________________ The first meeting of the board of directors of this corporation was held on ___________, 20 _____________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ __________ ___________________________________ ___________________________________ ___________________________________ _______________________________________ _______________________________________ ____nted Name of Incorporator ___________________________________ ___________________________________ ___________________________________ ___________________________________ _____________________________ctors of this corporation on _____________, 20 ___, at _____ o'clock ___ . m., at the offices of the corporation, located at _______________. Dated: ____________, 20 ___ Signature of Incorporator Prioard of Directors Meeting of _____________________ We, the undersigned incorporators of this corporation, waive any required notice and consent to the holding of the first meeting of the board of dire__ . ____________________ Signature of Notary Public Notary Public, In and for the County of __________ State of __________ My commission expires: ____________ Notary Seal Waiver of Notice of First B______ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Subscribed and sworn to before me on ____________, 20 ___________________ ___________________________________ Dated: ____________, 20 ___ ________________________________________ ________________________________________ _________________________________________________, in the State of ____________. The copies were correctly addressed to the following persons: Name of Director Address of Director ___________________________________ _________________ate of ____________. On ____________ , 20 ___ , I personally deposited stamped and sealed copies of the Notice of First Directors Meeting of this corporation in a post-office box in the City of ______unty of ____________________ Being duly sworn, ____________________________________________________ states: I am the secretary of ____________________, a corporation organized under the laws of the Stgnature of Incorporator ____________________ Printed Name of Incorporator Affidavit of Mailing of Notice of First Board of Directors Meeting of ____________________ State of ______________________ Co_ Signature of Incorporator ____________________ Printed Name of Incorporator ____________________ Signature of Incorporator ____________________ Printed Name of Incorporator ____________________ Sioard of directors will be held on ____________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________________. Dated: ____________, 20 ___ ___________________of Directors Meeting Checklist 2 Notice of First Board of Directors Meeting of _____________________ TO: In accordance with the bylaws of this corporation, the first organizational meeting of the b money Designate fiscal year dates Designate accounting basis (cash or accrual basis) Document any other necessary business Adjournment of meeting Date and secretary signature on minutes First Board thorize opening of corporate bank account Approve corporate seal, stock certificate, and stock transfer book Approve corporate Bylaws Approve issuance of stock in exchange for transfers of property orrs of corporation First Board of Directors Meeting Checklist 1 ? ? ? ? ? ? ? ? ? ? ? Decide on annual salaries of officers Direct that any organizational expenses be reimbursed to incorporators Auration filed with state Date of filing Effective date of incorporation Approve and ratify any acts of incorporators taken on behalf of corporation prior to effective date of incorporation Elect officeeeting Name of temporary secretary acting at meeting Calling of meeting to order and quorum present Proper notification of meeting Notices sent and affidavit filed/or waivers filed Articles of Incorpors meeting: ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Name of corporation Date of meeting Location of meeting Officers present at meeting Others present at meeting Name of temporary chairperson presiding over moard of directors meeting are contained in this kit. First Board of Directors Meeting Checklist The following information should be covered and documented in the minutes of the first board of directo an easier method to fulfill the notice requirement is to have the board sign waivers of notice. This document and all of the other documents necessary to conduct and record your corporation's first bboard, notice must be given to each board member according to the time limits set in the bylaws. A formal affidavit of mailing of notice should also be prepared. If all board members are in agreement,made as corporate resolutions. This is not a difficult task and it will provide a clear record of the agreements made by the board for future reference. Prior to any annual or special meetings of the l meetings for specific topics much more frequently. Whenever official corporate matters are discussed as a group, the board of directors should hold a meeting, keep minutes, and record the decisions poration for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business. Typically, boards will hold speciauld be consulted for all serious legal matters. Notes Regarding Board of Directors Meetings Corporate boards of directors must, at a minimum, hold an annual meeting to appoint the officers of the cor however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney shoindirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption)sed at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are uuse of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These individually and in the context of board meetings. Please consult your Secretary of State's website for specific information for your state. Disclaimer No Attorney-Client relationship is created by t includes materials generally applicable to corporations in any state. However, there may be specific guidelines and restrictions regarding the duties and responsibilities of corporate directors both Sample Affidavit of Mailing of Notice of First Board of Directors Meeting Sample Waiver of Notice of First Board of Directors Meeting Sample Minutes of First Board of Directors Meeting NOTE: This kidopted by the board. Included in this kit are the following: · · · · · · Notes regarding Directors Meetings First Board of Directors Meeting Checklist Sample Notice of First Board of Directors Meetingrd of directors as a group has previously authorized him or her to exercise that power). Even in a corporation with a single director, there must be formal records of meetings and of the resolutions acorporation's first board of directors meeting. The board of directors of a corporation transacts business as a group. Each individual director has no authority to bind the corporation (unless the boaInformation Board of Directors Meeting (First Meeting) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for conducting your