Fill and Sign the Minutes Board Directors Sample Form

Minutes of First Meeting of the Board of Directors Page 1 of 4 Minutes of First Meeting of the Board of Directors of a Nonprofit Corporation Minutes of the first meeting of the Board of Directors named in the Certificate of Incorporation of , a nonprofit corporation under the (Name of Corporation) laws of , which meeting was held at , (Name of State)(Street Address) , on , at . (City, County, State, Zip Code) (Date)(Time of Meeting) 1.Attendance. Present at the meeting and constituting a quorum of the full Board were: . (List Names Directors in Attendance) Absent were . (List Names of Absent Directors) 2. Temporary Chairperson and Secretary. On motion duly approved, was elected temporary chairperson and (Name of Temporary Chairperson) was elected temporary secretary of the meeting. (Name of Temporary Secretary) 3. Call and Notice of Meeting. The temporary chairperson announced that this meeting was held pursuant to a call signed by a majority of the Directors named in the Articles of Incorporation and that written notice of the time and place of the meeting was sent to each Director named in the Articles of Incorporation by prepaid mail at least days prior (Number) to the date of this meeting. On motion duly approved, a copy of the call and notice were made a part of the minutes of this meeting.4. Filing of Certificate of Incorporation. The temporary chairperson reported that the original Articles of Incorporation was filed with the Secretary of (Name of State) State on . A certified copy of the Articles of Incorporation, showing the (Date) above filings, was delivered to the temporary secretary with directions to insert it in the minute book of the Corporation.5. Adoption of Bylaws. A draft of bylaws prepared by the attorney for the Corporation was presented by the acting secretary, who read the full text to the meeting. After discussion, on motion duly approved, the following resolution was adopted: Whereas, no bylaws have been adopted governing the conduct of the internal affairs of this Corporation; and Minutes of First Meeting of the Board of Directors Page 2 of 4Whereas, there has been presented to this meeting a set of bylaws suitable for the purpose, and their adoption is in the best interest of the Corporation;Resolved, that the bylaws presented to this meeting are adopted as the bylaws of this Corporation, effective immediately;Further resolved, that the Bylaws be authenticated as such by the certificate of the Secretary of this Corporation and placed in the Minute Book, and that a current, full and true copy of the Bylaws, certified by the secretary, be kept at the principal office of the Corporation for inspection by members at all reasonable times during business hours.6.Election of Officers. The Chairperson announced that the Bylaws provided for the election of a president, vice-president, secretary, and treasurer, and that nominations were in order for the election of such officers. The following slate of officers was then nominated: Name of OfficerName of President: Name of Vice-President: Name of Secretary: Name of Treasurer: There being no further nominations, by motion duly approved, the slate of nominees was elected to hold office for the terms provided in the Bylaws. Each elected officer was present at the meeting and assumed the duties of office. The President replaced the temporary chairperson as presiding officer of the meeting. The Secretary replaced the temporary secretary of the meeting. 7. Bond for Treasurer. On motion made, seconded, and unanimously carried, it was resolved that the Treasurer be required to post a corporate surety bond in the amount of $ before assuming the duties of that office, and that the President be authorized to approve the bond as to its sufficiency and form. 8. Adoption of Seal. On motion duly approved, it was resolved that the Corporation adopt as its seal the words, figures, and design impressed on these Minutes consisting of the words , and the words and figures "Incorporated on (Name of Corporation) . .” (Date)(Name of State) 9. Depository for and Withdrawal of Funds. To provide a depository for the funds of the Corporation and to authorize those who may withdraw such funds on behalf of the Corporation, on motion duly approved, the following resolution was adopted: Resolved, that , a national banking corporation (the (Name of Bank) Minutes of First Meeting of the Board of Directors Page 3 of 4Depository) is selected as a depository for the funds of this Corporation, that accounts shall be governed by the rules, regulations, Bylaws, and practices, present and future, of the Depository, including interest and service charges;Further resolved, that the officers of this Corporation set forth above, who have been regularly elected or appointed are authorized, on signature of any two of them, to withdraw those funds from the Depository on the check of the Corporation, signed as provided above, and that the officers authorized to withdraw funds are authorized to indorse and receive payment of bills and notes payable to the Corporation;Further resolved, that the Depository is authorized to pay any such instruments so indorsed and presented to it for payment, including those drawn to the individual order of any officer or any other person authorized to sign the instruments; andFurther resolved, that the authority conferred by these Minutes shall remain in full force and effect until written notice of its revocation by the Board of Directors of this Corporation is received by the Depository, and that the Secretary is authorized and directed to deliver to the Depository a certified copy of this Resolution and to certify to it the true and correct signatures of the above-named officers.10. Application for Tax Exemption. The matter of corporate exemption from taxation was then discussed. After discussion, on motion duly approved, the following resolution was adopted: Whereas this Corporation is organized for charitable purposes within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986 [26 U.S.C.A. § 501(c)(3)]; andWhereas that and other statutes provide that Corporations organized for such charitable purposes are exempt from federal and state income taxes, franchise taxes, property taxes, and other forms of taxes and fees;Resolved that the Secretary of this Corporation is authorized to make application for such exemptions, and to do all things that may be necessary to apply for and establish such exemptions, including the certification and transmission to the Internal Revenue Service of copies of the Articles of the Incorporation, Bylaws, and financial statements of this Corporation and furnishing to the appropriate state, county, and municipal officials, the copy of the Internal Revenue Service's letter of exemption or other evidence establishing that the Corporation has applied in good faith for the federal tax exemption, together with such other documents as are necessary for the Corporation to establish such exemptions.11. Payment of Organizational Expenses. Payment for legal services in the formation and organization of this Corporation was next considered. The Secretary read to the meeting a letter from advising that the fee for his professional (Name of Attorney) services in the organization and formation of this Corporation is $ . After discussion, on motion duly approved, the following resolution was adopted: Minutes of First Meeting of the Board of Directors Page 4 of 4Resolved that the fair value to this Corporation of legal services performed in the formation and organization of the Corporation is $ , and that the Treasurer is authorized and directed to pay to by check of this Corporation, the (Name of Attorney) above amount.12. Adjournment. There being no further business to come before the meeting, on motion duly made, seconded, and unanimously carried, the meeting was declared adjourned.The foregoing Minutes of First Meeting of the Board of Directors of are hereby certified to be a true copy of the (Name of Corporation) Minutes of First Meeting of the Board of Directors of (Name of Corporation) adopted by the Directors of and effective as of the (Name of Corporation) . (Date) SEAL (Signature of Secretary) (Printed Name of Signature of Secretary)