Fill and Sign the Minutes Meeting Company Form

MINUTES OF THE FIRST MEETING OF THE ___________________________ SHAREHOLDERS AND DIRECTORS OF [_CORPORATION_] The first meeting of the Shareholders and Directors of [_CORPORATION_] was held at the registered office of the corporation on [_Date_time_] . All of the Incorporators being present, the following were unanimously elected to the offices shown opposite their names: [_INCORPORATOR_1_] temporary chairman of the meeting [_INCORPORATOR_2_] temporary secretary of the meeting. The secretary reported that the subscribers had paid in cash for the stock subscribed for, and presented for approval a specimen stock certificate proposed for use as the corporate certificate for stock, together with the corporate record book and the stock ledger. Upon motion duly made, seconded and carried, it was RESOLVED, that the specimen stock certificate presented to this meeting be and hereby is adopted as the form of certificate to be issued to represent shares in the corporation, and further RESOLVED, that the corporate record book, including the stock transfer ledger be and hereby is adopted as the record book and ledger of this corporation. Thereupon, certificates of stock were issued as follows: Cert. No. Holder Shares Amount [_Nos._] [_Names_] [_Share_Nos._] [_$Amts_] Upon motion duly made, seconded and carried, it was RESOLVED, that the following persons were nominated for directors of the corporation to serve until their successors are chosen and qualified: [_DIRECTORS_] Ballots having been duly made, and all shareholders present having voted, the chairman now said the aforesaid persons had been unanimously elected as directors. The secretary presented and read a waiver of notice of the meeting signed by all of the directors, which waiver is included at the end of the minutes. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED that the by-laws submitted and read to this meeting are hereby adopted as the by-laws of this corporation, the president and secretary are authorized to execute the same, and the secretary is hereby instructed to cause the by-laws to be inserted in the minute book immediately following the copies of the articles of incorporation. The following persons were nominated for officers of the corporation to serve until their respective successors were chosen and qualified: President [_PRESIDENT_] Secretary [_SECRETARY_] Treasurer [_TREASURER_] Ballots having been duly had, and all directors having voted, the chairman now said the aforesaid persons had been unanimously elected for the offices stated before their respective names. The president thereupon took the chair. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED that [_PRESIDENT_] be hereby authorized to sign any and all checks, drafts, and orders against any funds, at any time, standing to the credit of this corporation, with any bank or banks in the State of Louisiana. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED that the corporation does hereby indemnify and hold harmless the incorporators of this Corporation for any act or transaction into which they may be entered as incorporators on behalf of this Corporation. The Corporation does further indemnify any person who is a party or who is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Corporation) by reason of the fact that he or she is or was an incorporator, director, officer, employee, or agent of the Corporation, or is or was serving at the request of the business against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the full extent authorized and allowed by Louisiana law and particularly by Louisiana Revised Statutes 12:83, as amended. BE IT FURTHER RESOLVED that any payments made to an officer of the Corporation such as salary, commission, bonus, interest or rent, or entertainment expense incurred by the officer which shall be disallowed in whole or in part as deductible expense by the Internal Revenue Service shall be reimbursed by such officer to the Corporation to the full extent of disallowance. It shall be the duty of the Board of Directors to enforce payment of each such payment disallowed. In lieu of payment by the officer, subject to termination by the Board of Directors, proportionate amounts may be withheld from his or her compensation until the amount owed the Corporation has been recovered. BE IT FURTHER RESOLVED, that [_AGENT_] , [_Agent_Address_] , serve as agent for service of process for the Corporation. There being no further business, the meeting was adjourned. WAIVER OF NOTICE OF FIRST MEETING OF THE BOARD OF DIRECTORS OF [_CORPORATION_] We, the undersigned, being all of the directors of [_CORPORATION_] DO HEREBY WAIVE NOTICE of the time, place and purpose of the first meeting of the Board of Directors of said corporation. We designate the registered office of the corporation as the place of said meeting, the purpose therein being to adopt by-laws, elect officers, authorize issuance of capital stock and complete the organization of said corporation and to transact such other business as may properly come before the said meeting. DATED: [_Date_] ___________________________ [_SIGNATURES_] CERTIFICATE The undersigned, Secretary to the corporation, certifies that the above and foregoing are the true and correct minutes of the meeting of the Shareholders and Directors held on [_Date_time_] , at which all directors, having waived notice, consented to the action taken therein. _______________________ [_SECRETARY_] Secretary * * * * * * * * * * FIRST MINUTES OF MEETINGS OF SHAREHOLDERS AND DIRECTORS - F1CCRP03 : These are model minutes of the first meetings of shareholders and directors of a business corporation, being a record of the election of directors, their waiver of notice of the meeting, adoption of by-laws (in a separate document), election of officers, adoption of an indemnity agreement and other business. For related corporate documents, see documents Articles of Incorporation, Initial Report, Affidavit of Acceptance, By-Laws, Annual Minutes and resolution forms. WORD KEY : EXPLANATION : [_CORPORATION_] Name of corporation. [_Date_time_] Date and time of first meeting. [_INCORPORATOR_1_] Name of first incorporator. [_INCORPORATOR_2_] Name of second incorporator. [_Nos._] Numbers of stock certificates, in column. [_Names_] Names of shareholders, in column. [_Share_Nos._] Numbers of shares, in column. [_$Amts_] Amounts paid for stock (with $), in column. [_DIRECTORS_] List names of persons nominated/elected to serve as directors. [_PRESIDENT_] Name of person nominated/elected president. [_SECRETARY_] Name of person nominated/elected secretary. [_TREASURER_] Name of person nominated/elected treasurer. [_AGENT_] Name of agent for service of process. [_Agent_Address_] Municipal address of agent for service. [_Date_] Date of first meetings. [_SIGNATURES_] Signatures of directors on waiver of notice.