MINUTES OF THE ORGANIZATIONAL MEETING

OF THE BOARD OF DIRECTORS

OF [ORGANIZATION NAME]

(a [State] Nonprofit Corporation)

I. MEETING DETAILS

Date: [DATE]
Time: [TIME]
Location: [PHYSICAL ADDRESS] OR [VIRTUAL MEETING PLATFORM]
Type of Meeting: Organizational Meeting of the Board of Directors

II. ATTENDANCE

Directors Present

Others Present

III. CALL TO ORDER

The meeting was called to order at [TIME] by [NAME], the Incorporator.

The Incorporator stated that the purpose of the meeting was to complete the organization of the Corporation following the filing and acceptance of the Articles of Incorporation with the [STATE] Secretary of State.

IV. WAIVER OF NOTICE

The Incorporator reported that all Directors named in the Articles of Incorporation had received notice of the meeting or had signed a Waiver of Notice.

☐ Attached: Waivers of Notice signed by all Directors (Exhibit A)

V. QUORUM

The Incorporator announced that a quorum of Directors was present, constituting a majority of the Directors named in the Articles of Incorporation, and that the meeting was duly convened and authorized to transact business.

VI. FILING OF ARTICLES OF INCORPORATION

The Incorporator presented to the meeting a copy of the Articles of Incorporation filed with the [STATE] Secretary of State on [DATE], together with the Certificate of Incorporation [or stamped/filed copy] evidencing the filing.

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the Articles of Incorporation, as filed with the [STATE] Secretary of State, are hereby approved and ratified, and the Secretary is directed to insert a copy thereof in the minute book of the Corporation.

☐ Attached: Filed Articles of Incorporation (Exhibit B)

VII. ADOPTION OF BYLAWS

The Incorporator presented to the meeting a proposed form of Bylaws for the regulation and management of the affairs of the Corporation.

After review and discussion, upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the Bylaws presented to this meeting are hereby adopted as the Bylaws of this Corporation, and the Secretary is directed to insert a copy thereof in the minute book of the Corporation.

☐ Attached: Adopted Bylaws (Exhibit C)

VIII. ELECTION OF DIRECTORS

☐ Directors Named in Articles: The Incorporator confirmed that the following persons were named as initial Directors in the Articles of Incorporation and shall serve until the first annual meeting or until their successors are elected:

OR

☐ Election of Directors: Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the following persons are hereby elected as Directors of the Corporation to serve until the first annual meeting or until their successors are duly elected and qualified:

IX. ELECTION OF OFFICERS

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the following persons are hereby elected to the offices set forth opposite their respective names, to serve until the first annual meeting or until their successors are duly elected and qualified:

X. APPOINTMENT OF REGISTERED AGENT

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that [REGISTERED AGENT NAME], with a registered office at [ADDRESS], is hereby appointed as the registered agent of the Corporation for service of process in the State of [STATE].

XI. DESIGNATION OF PRINCIPAL OFFICE

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the principal office of the Corporation shall be located at:

[STREET ADDRESS]
[CITY], [STATE] [ZIP CODE]

XII. FISCAL YEAR

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the fiscal year of the Corporation shall end on [MONTH] [DAY] of each year.

XIII. CORPORATE SEAL

☐ Seal Adopted: Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the seal, an impression of which is affixed to these minutes, is hereby adopted as the corporate seal of the Corporation.

[SEAL IMPRESSION]

☐ No Seal: The Board determined that the Corporation will not adopt a corporate seal at this time.

XIV. AUTHORIZATION OF BANK ACCOUNTS

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the Treasurer is authorized to open one or more bank accounts in the name of the Corporation at such banking institutions as the Treasurer shall determine appropriate;

RESOLVED FURTHER, that the officers of the Corporation, acting singly or jointly as required by the banking institution, are authorized to execute signature cards, account agreements, and resolutions as may be required to open and operate such accounts;

RESOLVED FURTHER, that for checks or withdrawals exceeding $[AMOUNT], two authorized signatures shall be required.

XV. ADOPTION OF CONFLICT OF INTEREST POLICY

The proposed Conflict of Interest Policy was presented to the meeting for consideration.

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the Conflict of Interest Policy presented to this meeting is hereby adopted, and all Directors and officers shall execute the annual disclosure statement attached thereto.

☐ Attached: Conflict of Interest Policy (Exhibit D)

[// GUIDANCE (IRS): Form 1023 asks whether the organization has adopted a conflict of interest policy. Adopting at the organizational meeting demonstrates good governance.]

XVI. APPLICATION FOR EMPLOYER IDENTIFICATION NUMBER

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the appropriate officers are authorized to apply to the Internal Revenue Service for an Employer Identification Number (EIN) on Form SS-4 or through the online application system.

XVII. APPLICATION FOR TAX-EXEMPT STATUS

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the Corporation shall apply to the Internal Revenue Service for recognition of exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code;

RESOLVED FURTHER, that [NAME/TITLE or legal counsel] is authorized to prepare and file IRS Form 1023 (or Form 1023-EZ if eligible) and all supporting documents, and to take such other actions as may be necessary to obtain tax-exempt status;

RESOLVED FURTHER, that the appropriate officers are authorized to pay the required user fee and any other expenses related to the application.

XVIII. STATE TAX EXEMPTION

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the appropriate officers are authorized to apply for exemption from [STATE] state income tax, sales tax, and/or property tax as applicable, and to take such actions as may be necessary to obtain such exemptions.

XIX. CHARITABLE SOLICITATION REGISTRATION

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the appropriate officers are authorized to register the Corporation for charitable solicitation in [STATE] and any other states where registration is required, and to maintain such registrations.

XX. ADOPTION OF ADDITIONAL GOVERNANCE POLICIES

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the following governance policies are hereby adopted:

☐ Whistleblower Policy (Exhibit E)
☐ Document Retention Policy (Exhibit F)
☐ Gift Acceptance Policy (Exhibit G)
☐ Compensation Policy (Exhibit H)
☐ [OTHER POLICIES]

[// GUIDANCE (IRS): Form 990 asks about these policies. Adopting them at the organizational meeting demonstrates strong governance.]

XXI. AUTHORIZATION TO HIRE STAFF

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the [Board Chair / Executive Committee] is authorized to hire an Executive Director at a salary not to exceed $[AMOUNT] annually, subject to available funding;

RESOLVED FURTHER, that the Executive Director, once hired, shall be authorized to hire additional staff within the approved budget.

XXII. INITIAL BUDGET ADOPTION

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the initial operating budget for the period from [START DATE] to [END DATE], in the amount of $[AMOUNT], as presented to this meeting, is hereby adopted.

☐ Attached: Initial Budget (Exhibit I)

XXIII. INDEMNIFICATION AND INSURANCE

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that the Corporation shall indemnify its Directors, officers, and agents to the fullest extent permitted by the [STATE] Nonprofit Corporation Act;

RESOLVED FURTHER, that the appropriate officers are authorized to obtain Directors and Officers liability insurance and general liability insurance as soon as practicable.

XXIV. RATIFICATION OF INCORPORATOR ACTIONS

Upon motion duly made, seconded, and unanimously carried, it was:

RESOLVED, that all actions taken by the Incorporator in connection with the formation of the Corporation, including the filing of the Articles of Incorporation, are hereby ratified, confirmed, and approved in all respects.

XXV. RESIGNATION OF INCORPORATOR

The Incorporator, having completed all actions necessary for the organization of the Corporation, tendered [his/her/their] resignation, which was accepted by the Board with appreciation for services rendered.

XXVI. ADJOURNMENT

There being no further business to come before the meeting, upon motion duly made, seconded, and unanimously carried, the meeting was adjourned at [TIME].

CERTIFICATION

The undersigned, being the duly elected Secretary of [ORGANIZATION NAME], hereby certifies that the foregoing Minutes are a true and correct record of the proceedings of the Organizational Meeting of the Board of Directors held on [DATE].

_________________________________________
[NAME], Secretary

Date: ___________________________________

EXHIBITS

☐ Exhibit A - Waivers of Notice
☐ Exhibit B - Filed Articles of Incorporation
☐ Exhibit C - Adopted Bylaws
☐ Exhibit D - Conflict of Interest Policy
☐ Exhibit E - Whistleblower Policy
☐ Exhibit F - Document Retention Policy
☐ Exhibit G - Gift Acceptance Policy
☐ Exhibit H - Compensation Policy
☐ Exhibit I - Initial Budget
☐ [Additional Exhibits]

POST-MEETING CHECKLIST

Following the organizational meeting, complete the following:

☐ Obtain EIN from IRS (Form SS-4 or online)
☐ Open bank account(s)
☐ File Form 1023 or 1023-EZ for 501(c)(3) status
☐ Apply for state tax exemptions
☐ Register for charitable solicitation
☐ Obtain required business licenses
☐ Obtain D&O and general liability insurance
☐ Set up accounting system
☐ Establish payroll system (if hiring employees)
☐ Have all Directors sign Conflict of Interest Policy
☐ File initial report with Secretary of State (if required)
☐ Schedule first regular Board meeting

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