Organizational Minutes - Corporation

MINUTES OF ORGANIZATIONAL MEETING

OF THE BOARD OF DIRECTORS

OF [CORPORATION NAME], INC.

(a [State] Corporation)

Date: [DATE]
Time: [TIME]
Location: [ADDRESS or "By Written Consent" or "Via Video Conference"]

ATTENDANCE AND CALL TO ORDER

The organizational meeting of the Board of Directors of [CORPORATION NAME], Inc. (the "Corporation") was held at the above date, time, and location.

Present:

• [DIRECTOR 1 NAME]
• [DIRECTOR 2 NAME]
• [DIRECTOR 3 NAME]

Also Present:

• [INCORPORATOR NAME], Incorporator (if applicable)
• [ATTORNEY NAME], Corporate Counsel (if applicable)

[DIRECTOR 1 NAME] acted as temporary Chairman of the meeting and [DIRECTOR 2 NAME / ATTORNEY NAME] acted as temporary Secretary.

The Chairman called the meeting to order and announced that a quorum of directors was present and that the meeting was duly convened and ready to transact business.

[// GUIDANCE (Delaware): 8 Del. C. Section 108 provides that the organizational meeting may be held by the incorporator(s) or by the initial directors named in the Certificate of Incorporation.]

[// GUIDANCE (MBCA): MBCA Section 2.05 provides for organizational meetings to be held by incorporators (if no initial directors are named) or by the initial board of directors.]

1. CERTIFICATE OF INCORPORATION

The Chairman presented the Certificate of Incorporation (or Articles of Incorporation) of the Corporation, which was filed with the Secretary of State of [STATE] on [FILING DATE]. A copy of the Certificate of Incorporation, stamped as filed, is attached hereto as Exhibit A.

RESOLVED, that the filing of the Certificate of Incorporation and the formation of the Corporation are hereby ratified and approved.

2. ELECTION OF DIRECTORS

☐ Directors Named in Certificate: The following directors were named in the Certificate of Incorporation and shall serve until the first annual meeting of stockholders and until their successors are elected and qualified:

• [DIRECTOR 1 NAME]
• [DIRECTOR 2 NAME]
• [DIRECTOR 3 NAME]

☐ Directors Elected by Incorporator: The Incorporator, having convened this meeting, hereby elects the following persons to serve as the initial directors of the Corporation:

• [DIRECTOR 1 NAME]
• [DIRECTOR 2 NAME]
• [DIRECTOR 3 NAME]

RESOLVED, that the persons named above are hereby elected to serve as directors of the Corporation until the first annual meeting of stockholders and until their successors are duly elected and qualified.

3. ADOPTION OF BYLAWS

The Chairman presented a proposed form of Bylaws for the regulation of the affairs of the Corporation. After discussion, the following resolution was adopted:

RESOLVED, that the Bylaws attached hereto as Exhibit B are hereby adopted as the Bylaws of the Corporation.

FURTHER RESOLVED, that the Secretary is directed to insert the Bylaws in the Corporation's minute book.

4. ELECTION OF OFFICERS

The Chairman stated that the next order of business was the election of officers. After discussion, the following resolution was adopted:

RESOLVED, that the following persons are hereby elected to the offices set forth opposite their names, to serve at the pleasure of the Board of Directors:

5. CORPORATE SEAL

☐ Seal Adopted:

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

☐ No Seal:

RESOLVED, that the Corporation shall not adopt a corporate seal at this time.

6. STOCK CERTIFICATES

☐ Certificated Shares:

RESOLVED, that the form of stock certificate presented at this meeting is hereby approved and adopted for use by the Corporation.

FURTHER RESOLVED, that stock certificates shall be signed by [the President / any two officers designated by the Board].

☐ Uncertificated Shares:

RESOLVED, that shares of the Corporation's stock shall be uncertificated, and the Corporation shall not issue stock certificates unless a stockholder requests a certificate in writing.

FURTHER RESOLVED, that the Corporation shall send each stockholder a written statement containing the information required by 8 Del. C. Section 158 (or applicable state law) within a reasonable time after the issuance or transfer of uncertificated shares.

[// GUIDANCE (Delaware): 8 Del. C. Section 158 permits uncertificated shares and specifies required disclosures.]

7. AUTHORIZED CAPITAL STOCK

The Chairman reported that the Certificate of Incorporation authorizes the Corporation to issue the following capital stock:

8. ISSUANCE OF STOCK

The Chairman presented subscription agreements (or other evidence of subscription) from the following persons for the purchase of shares of the Corporation's Common Stock:

After discussion of the adequacy of the consideration, the following resolutions were adopted:

RESOLVED, that the Board of Directors has determined that the consideration to be received for the shares described above is adequate and that such shares, when issued, shall be fully paid and nonassessable.

FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to issue shares of Common Stock to the subscribers listed above upon receipt of the consideration specified.

FURTHER RESOLVED, that each issuance shall be in compliance with applicable federal and state securities laws, including but not limited to exemptions under Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder, and applicable state "blue sky" laws.

9. SECTION 83(b) ELECTIONS (IF APPLICABLE)

RESOLVED, that any stockholder receiving shares subject to vesting or a risk of forfeiture is advised to consult with a tax advisor regarding the potential benefits of filing an election under Section 83(b) of the Internal Revenue Code within thirty (30) days of the stock issuance.

FURTHER RESOLVED, that the Secretary is directed to provide written notice to each such stockholder regarding the 83(b) election deadline.

10. STOCK LEDGER AND MINUTE BOOK

RESOLVED, that the Secretary is directed to obtain and maintain a stock ledger and minute book for the Corporation, in which shall be recorded all issuances and transfers of stock, minutes of meetings, written consents, and other corporate records.

11. PRINCIPAL OFFICE AND REGISTERED AGENT

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

[PRINCIPAL OFFICE ADDRESS]

FURTHER RESOLVED, that the registered office and registered agent of the Corporation in the State of [STATE] shall be as stated in the Certificate of Incorporation, unless changed in accordance with applicable law.

12. FISCAL YEAR

RESOLVED, that the fiscal year of the Corporation shall end on [December 31 / OTHER DATE] of each year.

13. BANK ACCOUNTS

RESOLVED, that the officers of the Corporation are authorized to open bank accounts in the name of the Corporation at such banks or financial institutions as they deem appropriate, and to sign, execute, and deliver any documents required to open such accounts.

FURTHER RESOLVED, that the following officers are authorized to sign checks, drafts, and orders for payment of money on behalf of the Corporation:

FURTHER RESOLVED, that all funds of the Corporation shall be deposited in the Corporation's bank accounts and shall not be commingled with personal funds of any stockholder, director, or officer.

14. EMPLOYER IDENTIFICATION NUMBER (EIN)

RESOLVED, that the officers are authorized to apply for and obtain a federal Employer Identification Number (EIN) from the Internal Revenue Service, and to take such other actions as necessary to register the Corporation with federal, state, and local tax authorities.

15. S CORPORATION ELECTION (IF APPLICABLE)

☐ S Corporation Election:

RESOLVED, that the Corporation hereby elects to be treated as an "S Corporation" under Subchapter S of the Internal Revenue Code, and the officers are authorized to file IRS Form 2553 and any other documents necessary to effectuate this election.

FURTHER RESOLVED, that all stockholders are directed to execute the stockholder consent required for the S Corporation election.

☐ No S Corporation Election:

RESOLVED, that the Corporation shall be treated as a "C Corporation" for federal income tax purposes and shall not elect S Corporation status at this time.

16. QUALIFICATION TO DO BUSINESS

RESOLVED, that the officers are authorized to qualify the Corporation to do business in any state or jurisdiction where such qualification is required, and to appoint registered agents and take such other actions as necessary for such qualification.

The Corporation anticipates doing business in the following states: [LIST STATES]

17. BUSINESS LICENSES AND PERMITS

RESOLVED, that the officers are authorized to apply for and obtain any business licenses, permits, or authorizations required for the Corporation to conduct its business.

18. INTELLECTUAL PROPERTY ASSIGNMENTS

RESOLVED, that the officers are authorized to accept assignments of intellectual property (including patents, trademarks, copyrights, trade secrets, and know-how) from the founders and others, and to take such actions as necessary to protect and register such intellectual property in the name of the Corporation.

FURTHER RESOLVED, that each founder shall execute an Intellectual Property Assignment Agreement assigning to the Corporation all intellectual property developed prior to incorporation that is related to the Corporation's business.

19. INDEMNIFICATION AGREEMENTS

RESOLVED, that the Corporation is authorized to enter into Indemnification Agreements with each director and officer, substantially in the form attached hereto as Exhibit C (if applicable), providing for indemnification and advancement of expenses to the fullest extent permitted by law.

20. EMPLOYEE BENEFIT PLANS (IF APPLICABLE)

☐ Equity Incentive Plan:

RESOLVED, that the [YEAR] Equity Incentive Plan, substantially in the form attached hereto as Exhibit D, is hereby adopted, and the officers are authorized to take all actions necessary to implement the Plan.

FURTHER RESOLVED, that [NUMBER] shares of Common Stock are hereby reserved for issuance under the Equity Incentive Plan.

☐ No Equity Incentive Plan at This Time:

RESOLVED, that the adoption of an equity incentive plan is deferred until a future meeting.

21. INSURANCE

RESOLVED, that the officers are authorized to obtain such insurance coverage as they deem necessary or appropriate, including:

• General liability insurance
• Directors' and officers' liability insurance
• Property insurance
• Workers' compensation insurance
• [Other insurance as appropriate]

22. RATIFICATION OF PRIOR ACTS

RESOLVED, that all acts taken by the incorporator(s), initial directors, and officers prior to this meeting in connection with the formation and organization of the Corporation, including without limitation the filing of the Certificate of Incorporation, are hereby ratified, approved, and confirmed.

23. GENERAL AUTHORIZATION

RESOLVED, that each officer of the Corporation is authorized and directed, in the name and on behalf of the Corporation, to execute and deliver any and all documents, instruments, and certificates, and to take any and all actions, as such officer may deem necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions.

ADJOURNMENT

There being no further business to come before the meeting, on motion duly made, seconded, and unanimously carried, the meeting was adjourned.

SECRETARY'S CERTIFICATION

I, [SECRETARY NAME], Secretary of [CORPORATION NAME], Inc., hereby certify that:

1. The foregoing is a true and correct copy of the minutes of the organizational meeting of the Board of Directors held on [DATE];

2. The resolutions set forth above were duly adopted and remain in full force and effect; and

3. The meeting was duly called and held in accordance with the Bylaws and applicable law.

_________________________________________
[SECRETARY NAME], Secretary

Date: ___________________________________

ATTACHMENTS

☐ Exhibit A - Certificate of Incorporation (as filed)
☐ Exhibit B - Bylaws
☐ Exhibit C - Form of Indemnification Agreement (if applicable)
☐ Exhibit D - Equity Incentive Plan (if applicable)
☐ Exhibit E - Form of Stock Certificate (if applicable)
☐ Exhibit F - Subscription Agreements
☐ Exhibit G - Intellectual Property Assignment Agreement
☐ Exhibit H - Bank Resolutions

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