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Exercise Extreme Caution when using many of our free forms - or any legal material. While they may provide general ideas on format & content, validity requirements can and do vary greatly from state to state. Many MUST be Properly Modified for your own location and circumstances. (Hint: If in doubt it's usually safer to include unneeded clauses than to leave out necessary ones. . . . but it's even safer to consult a competent source or use current, state specific ones like ours mentioned below.) Also, we urge people (and lawyers too) to read our Relying On Legal Info FAQ.

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MINUTES OF ORGANIZATION MEETING OF INCORPORATORS

WAIVER OF NOTICE
ORGANIZATION MEETING OF INCORPORATORS
[NAME OF COMPANY]

WE, THE UNDERSIGNED, being all the incorporators of the corporation above named, organized under the laws of the State of [STATE], DO HEREBY WAIVE NOTICE of the time, place and purpose of the organization meeting of said incorporators, and do fix the __th day of ____, _____ at ________ o'clock __.M. as the time, and [PLACE] as the place of said meeting.

And we do hereby waive all the requirements of the statutes of [STATE] as to the notice of this meeting, and do consent to the transaction of such business as may come before the meeting.

Dated:

________________________ [Name 1]

________________________ [Name 2]

________________________ [Name 3]

=======

MINUTES OF ORGANIZATION MEETING OF INCORPORATORS
[NAME OF COMPANY]

The organization meeting of the incorporators was held on the ____th day of ____, 20____ at [TIME] o'clock __.M., at [PLACE] pursuant to a written waiver of notice, signed by all the incorporators fixing said time and place.

The following incorporators were present in person:
[Name 1]
[Name 2]
[Name 3]

being all of the incorporators of the corporation.

[Name 3] acted as Chairman and [Name 3] was appointed Secretary of the meeting.

The Chairman announced that a Certificate of Incorporation had been issued to this corporation by the Department of State and that a certified copy of the Certificate had been forwarded for recording in the Office of the Recorder of Deeds and instructed the Secretary to cause a copy of the Certificate of Incorporation to be prefixed to the minutes.

Upon motion, duly made, seconded and carried, it was: RESOLVED, That the certificate of Incorporation of the corporation be and it hereby is accepted and that this corporation proceed to do business thereunder.

The Secretary presented a form of By-Laws for the regulation of the affairs of the corporation, which were read article by article.

Upon motion, duly made, seconded and carried: RESOLVED, That the By-Laws presented at this meeting, as amended and attached to the Minutes, were unanimously adopted and the Secretary was instructed to cause the same to be inserted in the minute book immediately following the copy of the Certificate of Incorporation.

The Chairman stated that the next business before the meeting was the election of a Board of Directors.

After discussion, [Name 1], [Name 2] and [Name 3] were nominated for directors of the corporation, to hold office for the ensuing year and until others are chosen and qualified in their stead. No other nominations having been made, the vote was taken and the aforesaid nominees declared duly elected.

Upon motion, duly made, seconded and carried, it was RESOLVED, That the Board of Directors be and they are hereby authorized to issue the capital stock of this corporation to the full amount or number of shares authorized by the Certificate of Incorporation, in such amounts and proportions as from time to time shall be determined by the Board, and to accept in full or in part payment thereof such property as the Board may determine shall be good and sufficient consideration and necessary for the business of the corporation.

Upon motion, duly made, seconded and carried, the meeting thereupon adjourned.

________________________ Secretary

----- Contributed to the Library by Richard Widrig

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