The undersigned, being the sole incorporator of this corporation, held an organization meeting at the date and place set forth below, at which meeting the following action was taken:
It was resolved that a copy of the Certificate of Incorporation together with the receipt issued by the Department of State showing payment of the statutory organization tax and the date and payment of the fee for filing the original Certificate of Incorporation be appended to these minutes.
Bylaws regulating the conduct of the business and affairs of the corporation, as prepared by ________ __________, counsel for the corporation, were adopted and ordered appended hereto.
The persons whose names appear below were named as directors.
The board of directors was authorized to issue all of the unsubscribed shares of the corporation at such time and in such amounts as determined by the board and to accept in payment money or other property, tangible or intangible, actually received or labor or services actually performed for the corporation or for its benefit or in its formation.
The principal office of the corporation was fixed at __________________________________.
Dated at__________this_______________day of____________, 20_________.
_______________________
Sole Incorporator
The undersigned accept their nomination as directors:
____________________________________________________________________ |
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Type director’s name |
Signature |
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Type director’s name |
Signature |
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Type director’s name |
Signature |
The following are appended to the minutes of this meeting:
Copy of Certificate of Incorporation, filed on [date] .
Receipt of Department of State
Bylaws
The organization meeting of the incorporators was held at_________on the______________day of____________, 20__________, at_________o’clock [a.m. or p.m.].
The following were present:
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
being a quorum and all of the incorporators.
One of the incorporators called the meeting to order. Upon motion duly made, seconded, and carried,___________was duly elected chairman of the meeting and____________duly elected secretary thereof. They accepted their respective offices and proceeded with the discharge of their duties.
A written Waiver of Notice of this meeting signed by all the incorporators was submitted, read by the secretary, and ordered appended to these minutes.
The secretary then presented and read to the meeting a copy of the Certificate of Incorporation of the corporation and reported that on the_______________day of________________, 20_____, the original thereof was duly filed by the Department of State.
Upon motion duly made, seconded, and carried, said report was adopted and the secretary was directed to append to these minutes a copy of the Certificate of Incorporation, together with the original receipt issued by the Department of State, showing payment of the statutory organization tax, the filing fee, and the date of filing of the certificate.
The chairman stated that the election of directors was then in order.
The following were nominated as directors:
Upon motion duly made, seconded, and carried, it was unanimously
RESOLVED, that each of the above named nominees be and hereby is elected a director of the corporation.
Upon motion duly made, seconded, and carried, and by the affirmative vote of all present, it was
RESOLVED, that the board of directors be and it is hereby authorized to issue all of the unsubscribed shares of the corporation at such time and in such amounts as determined by the board, and to accept in payment money or other property, tangible or intangible, actually received or labor or other services actually performed for the corporation or for its benefit or in its formation.
The chairman presented and read, article by article, the proposed bylaws for the conduct and regulation of the business and affairs of the corporation as prepared by_________________, counsel for the corporation.
Upon motion duly made, seconded, and carried, they were adopted and in all respects ratified, confirmed, and approved, as and for the bylaws of this corporation.
The secretary was directed to cause them to be inserted in the minute book immediately following the receipt of the Department of State.
Upon motion duly made, seconded, and carried, the principal office of the corporation was fixed at____________, County of_____________, State of_______________.
Upon motion duly made, seconded, and carried, and by the affirmative vote of all present, it was
RESOLVED, that the signing of these minutes shall constitute full ratification thereof and Waiver of Notice of the Meeting by the signatories.
There being no further business before the meeting, the same was, on motion, duly adjourned.
Dated at________this_____________day of_________, 20_____.
_________________
Secretary of meeting
_________________
Chairman of meeting
_________________
_________________
_________________
The following are appended to the minutes of this meeting:
Waiver of Notice of organization meeting
Copy of Certificate of Incorporation, filed on [date]
Receipt of Department of State
Bylaws
We, the undersigned, being all the incorporators named in the Certificate of Incorporation of the above corporation, hereby agree and consent that the organization meeting thereof be held on the date and at the time and place stated below and hereby waive all notice of such meeting and of any adjournment thereof.
Place of meeting:______________________
Date of meeting:_______________________
Time of meeting:_______________________
____________________
Incorporator
____________________
Incorporator
____________________
Incorporator
Dated at_________this_______day of________, 20_______.
The principal office of the corporation shall be in the_____________of________________, County of__________________, State of____________________. The corporation may also have offices at such other places within or without the State of__________________as the board may from time to time determine or the business of the corporation may require.
1. Place of Meetings. Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of __________________ as the board shall authorize.
2. Annual Meeting. The annual meeting of the shareholders shall be held on the _______ day of _______ at _______ [a.m or p.m.] in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.
3. Special Meetings. Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.
4. Fixing Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than 50 nor less than 10 days before the date of such meeting, nor more than 50 days prior to any other action. If no record date is fixed, it shall be determined in accordance with the provisions of law.
5. Notice of Meetings of Shareholders. Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date, and hour of the meeting, and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than 10 nor more than 50 days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the U.S. Mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.
6. Waivers. Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
7. Quorum of Shareholders. Unless the Certificate of Incorporation provides otherwise, the holders of (a majority) (your own determination of a quorum, expressed either as a fraction or a percentage) of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of (a majority) (your own determination of a quorum, expressed either as a fraction or a percentage) of the shares of such class or classes shall constitute a quorum for the transaction of such specified item or business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence of a quorum.
8. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy.
Every proxy must be signed by the shareholder or his or her attorney-in-fact. No proxy shall be valid after expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.
9. Qualification of Voters. Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders, unless otherwise provided in the Certificate of Incorporation.
10. Vote of Shareholders. Except as otherwise required by statute or by the Certificate of Incorporation: [Create your own election requirements, or use the following.]
a. Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.
b. All other corporate action shall be authorized by a majority of the votes cast.
11. Written Consent of Shareholders. Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the Certificate of Incorporation.
1. Board of Directors. Subject to any provision in the Certificate of Incorporation, the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and (choose the number) be shareholders.
2. Number of Directors. The number of directors shall be___________. When all of the shares are owned by fewer than three shareholders, the number of directors may be fewer than three but not less than the number of shareholders.
3. Election and Term of Directors. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been elected and qualified, or until his or her prior resignation or removal.
4. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the Certificate of Incorporation. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor.
5. Removal of Directors. Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.
6. Resignation. A director may resign at any time by giving written notice to the board, the president, or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. Quorum of Directors. Unless otherwise provided in the Certificate of Incorporation, (a majority) (your own determination of a quorum, expressed either as a fraction or a percentage) of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
8. Action of the Board. Unless otherwise required by law, the vote of (a majority) (your own determination of a quorum, expressed either as a fraction or a percentage) of directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he or she may hold.
9. Place and Time of Board Meetings. The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of , as it may from time to time determine.
10. Regular Annual Meeting. A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.
11. Notice of Meetings of the Board, Adjournment.
a. Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days’ notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a Waiver of Notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him or her.
b. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
12. Chairman. The president, or, in his or her absence, a chairman chosen by the board, shall preside at all meetings of the board.
13. Executive and Other Committees. By resolution adopted by a majority of the entire board, the board may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
14. Compensation. No compensation, as such, shall be paid to directors for their services, but by resolution of the board, a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
1. Offices, Election, Term.
a. Unless otherwise provided for in the Certificate of Incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary, and a treasurer, and such other officers as it may determine, who shall have such duties, powers, and functions as hereinafter provided.
b. All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.
c. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified.
2. Removal, Resignation, Salary, Etc.
a. Any officer elected or appointed by the board may be removed by the board with or without cause.
b. In the event of the death, resignation, or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.
c. Unless there is only one shareholder, any two or more offices may be held by the same person, except the offices of president and secretary. If there is only one shareholder, all offices may be held by the same person.
d. The salaries of all officers shall be fixed by the board.
e. The directors may require any officer to give security for the faithful performance of his or her duties.
3. President. The president shall be the chief executive officer of the corporation; he or she shall preside at all meetings of the shareholders and of the board; he or she shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are effected.
4. Vice-presidents. During the absence or disability of the president, the vice-president, or, if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.
5. Secretary. The secretary shall:
a. Attend all meetings of the board and of the shareholders.
b. Record all votes and minutes of all proceedings in a book to be kept for that purpose.
c. Give or cause to be given notice of all meetings of shareholders and of special meetings of the board.
d. Keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board.
e. When required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each.
f. Keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.
g. Perform such other duties as may be prescribed by the board.
6. Assistant Secretaries. During the absence or disability of the secretary, the assistant secretary, or, if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.
7. Treasurer. The treasurer shall:
a. Have the custody of the corporate funds and securities.
b. Keep full and accurate accounts of receipts and disbursements in the corporate books.
c. Deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board.
d. Disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements.
e. Render to the president and the board at the regular meetings of the board, or whenever they require it, an account of all his or her transactions as treasurer and of the financial condition of the corporation.
f. Render a full financial report at the annual meeting of the shareholders if so requested.
g. Be furnished by all corporate officers and agents, at his or her request, with such reports and statements as he or she may require as to all financial transactions of the corporation.
h. Perform such other duties as are given to him or her by these bylaws or as from time to time are assigned to him or her by the board or the president.
8. Assistant Treasurer. During the absence or disability of the treasurer, the assistant treasurer, or, if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.
9. Sureties and Bonds. In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his or her duties to the corporation and including responsibility for negligence and for the accounting for all property, funds, or securities of the corporation which may come into his or her hands.
1. Certificates. The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.
2. Lost or Destroyed Certificates. The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
3. Transfers of Shares.
a. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto and to cancel the old certificate. Every such transfer shall be entered in the transfer book of the corporation, which shall be kept at its principal office. No transfer shall be made within 10 days next preceding the annual meeting of shareholders.
b. The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of____________.
4. Closing Transfer Books. The board shall have the power to close the share transfer books of the corporation for a period of not more than 10 days during the 30-day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.
Subject to the provisions of the Certificate of Incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.
The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization, and the words “Corporate Seal, (name of State).” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved, or printed.
All corporate instruments and documents shall be signed or countersigned, executed, verified, or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.
This fiscal year shall begin the first day of (month) in each year.
References to the Certificate of Incorporation in these bylaws shall include all amendments thereto or changes thereof unless specifically excepted.
1. Except as otherwise provided in the Certificate of Incorporation, the bylaws may be amended, repealed, or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be amended, repealed, or adopted by the board, but any bylaws adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.
2. If any bylaw regulating an impending election of directors is adopted, amended, or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended, or repealed, together with a concise statement of the changes made.
The first meeting of the board was held at_______on the__________day of 20______at__________o’clock [a.m. or p.m.].
The following were present:
being a quorum and all of the directors of the corporation.
____________was nominated and elected temporary chairman and acted as such until relieved by the president.
____________was nominated and elected temporary secretary, and acted as such until relieved by the permanent secretary.
The secretary then presented and read to the meeting a Waiver of Notice of Meeting, subscribed by all the directors of the corporation, and it was ordered that it be appended to the minutes of this meeting.
The following were duly nominated and, a vote having been taken, were unanimously elected officers of the corporation to serve for one year and until their successors are elected and qualified:
President:
Vice-President:
Secretary:
Treasurer:
The president and secretary thereupon assumed their respective offices in place and stead of the temporary chairman and the temporary secretary. Upon motion duly made, seconded, and carried, it was
RESOLVED, that the seal now presented at this meeting, an impression of which is directed to be made in the margin of the minute book, be and the same is hereby adopted as the seal of this corporation, and further
RESOLVED, that the president and treasurer be and they hereby are authorized to issue certificates for shares in the form as submitted to this meeting, and further
RESOLVED, that the share and transfer book now presented at this meeting be and the same hereby is adopted as the share and transfer book of the corporation. Upon motion duly made, seconded, and carried, it was
RESOLVED, that the treasurer be and hereby is authorized to open a bank account in behalf of the corporation with (name of bank) located at (address) and a resolution for that purpose on the printed form of said bank was adopted and was ordered appended to the minutes of this meeting. Upon motion duly made, seconded, and carried, it was
RESOLVED, that the corporation proceed to carry on the business for which it was incorporated.
(The following is the appropriate form to be included here if a proposal or offer for the sale, transfer, or exchange of property has been made to the corporation.)
The secretary then presented to the meeting a written proposal from_______________to the corporation.
Upon motion duly made, seconded, and carried, the said proposal was ordered filed with the secretary, and he or she was requested to spread the same at length upon the minutes, said proposal being as follows:
(Insert proposal here.)
The proposal was taken up for consideration, and, on motion, the following resolution was unanimously adopted:
WHEREAS, a written proposal has been made to this corporation in the form as set forth above in these minutes, and
WHEREAS, in the judgment of this board the assets proposed to be transferred to the corporation are reasonably worth the amount of the consideration demanded therefore, and that it is in the best interests of this corporation to accept the said offer as set forth in said proposal,
NOW, THEREFORE, IT IS RESOLVED, that said offer, as set forth in said proposal, be and the same hereby is approved and accepted, and that in accordance with the terms thereof, this corporation shall, as full payment for said property, issue to said offeror(s) or nominee(s) (number of shares) fully paid and nonassessable shares of this corporation, and it is
FURTHER RESOLVED, that upon the delivery to this corporation of said assets and the execution and delivery of such proper instruments as may be necessary to transfer and convey the same to this corporation, the officers of this corporation are authorized and directed to execute and deliver the certificate or certificates for such shares as are required to be issued and delivered on acceptance of said offer in accordance with the foregoing.
The chairman presented to the meeting a form of certificate required under Tax Law Section 275A to be filed in the office of the tax commission.
Upon motion duly made, seconded, and carried, it was
RESOLVED, that the proper officers of this corporation are hereby authorized and directed to execute and file such certificate forthwith. On motion duly made, seconded, and carried, it was
RESOLVED, that all of the acts taken and decisions made at the organization meeting be and they hereby are ratified, and it was
FURTHER RESOLVED, that the signing of these minutes shall constitute full ratification thereof and Waiver of Notice of the Meeting by the signatories.
There being no further business before the meeting, on motion duly made, seconded, and carried, the meeting was adjourned. Dated this_________________day of____________, 20_____ .
____________________
Secretary
____________________
Chairman
____________________
____________________
____________________
A true copy of each of the following documents referred to in the foregoing minutes is appended hereto.
Waiver of Notice of Meeting.
Specimen certificate for shares.
Resolution designating depository of funds.
We, the undersigned, being all the directors of the above corporation, hereby agree and consent that the first meeting of the board be held on the date and at the time and place stated below for the purpose of electing officers and the transaction thereat of all such other business as may lawfully come before said meeting and hereby waive all notice of the meeting and of any adjournment thereof.
Place of meeting:________________
Date of meeting:__________________
Time of meeting:__________________
__________________
Director
__________________
Director
__________________
Director
Dated this_____day of__________________, 20____.
The first meeting of the shareholders was held at______________on the____________day of_________________, 20______, at_______o’clock [a.m. or p.m.].
The meeting was duly called to order by the president, who stated the object of the meeting.
The secretary then read the roll of the shareholders as they appear in the share record book of the corporation and reported that a quorum of the shareholders was present.
The secretary then read a Waiver of Notice of Meeting signed by all the shareholders and on motion duly made, seconded, and carried, it was ordered that the said waiver be appended to the minutes of this meeting.
The president then asked the secretary to read the minutes of the organization meeting and the minutes of the first meeting of the board.
On motion duly made, seconded, and unanimously carried, the following resolution was adopted:
WHEREAS, the minutes of the organization meeting and the minutes of the first meeting of the board have been read to this meeting, and
WHEREAS, at the organization meeting the bylaws of the corporation were adopted, it is
RESOLVED, that this meeting hereby approves, ratifies, and adopts the said by-laws as the bylaws of the corporation, and it is
FURTHER RESOLVED, that all of the acts taken and the decisions made at the organization meeting and at the first meeting of the board hereby are approved and ratified, and it is
FURTHER RESOLVED, that the signing of these minutes shall constitute full ratification thereof and Waiver of Notice of the Meeting by the signatories.
There being no further business, the meeting was adjourned. Dated this__________day of_________________, 20_____.
___________________
Secretary
___________________
___________________
___________________
The following is appended hereto:
Waiver of Notice of Meeting
We, the undersigned, being all of the shareholders of the above corporation, hereby agree and consent that the first meeting of the shareholders be held on the date and at the time and place stated below for the purpose of electing officers and the transaction thereat of all such other business as may lawfully come before said meeting and hereby waive all notice of the meeting and of any adjournment thereof.
Place of meeting:________________
Date of meeting:_________________
Time of meeting:_________________
____________________
____________________
____________________
Dated this_______day of________________, 20____.
MINUTES of a special meeting of shareholders held at_____________, in the State of_______________, on the _____ day of___________________, 20_________, at________o’clock [a.m. or p.m.].
The meeting was duly called to order by the president, who stated the object of the meeting.
On motion duly made, seconded, and unanimously carried, the following resolution was adopted:
WHEREAS, the corporation’s clients are delaying payments for work performed earlier and are now paying in the month of January, rather than in December, it is
RESOLVED, that a feasibility study be made as to shifting from a calendar year to a January fiscal year so that income more appropriately matches the work done, and it is
FURTHER RESOLVED, that if such a study indicates that a January fiscal-year election is appropriate, that such an election be made.
There being no further business, the meeting was adjourned.
Dated this________day of____________________, 20_______.
__________________
Secretary
_________________
President