Fill and Sign the Organizational Minutes for a Kentucky Professional Service Corporation Kentucky Form

KY-PC-OM SAMPLE ORGANIZATIONAL MINUTES KENTUCKY PROFESSIONAL SERVICE CORPORATION NOTE The Kentucky Revised Statutes provide that at least 1/2 of the directors and all of the officers (except the secretary and the Treasurer) of a professional service corporation must be licensed to practice the profession which the corporation is organized to practice. However, the Organizational Minutes and the By-Laws included in this from package provide that ALL directors be licensed to practice the profession in the State of Kentucky. You may modify these forms to fit your specific needs. Instructions Name of Corporation Name of Corporation Minutes for Organizational Meeting MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THE INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS OF _____________________________________ IN LIEU OF THE ORGANIZATIONAL MEETING THEREOF These Consent Minutes describe certain joint organizational actions taken by the Incorporators, Shareholders and the Board of Directors of __________________________________________, a Kentucky Professional Service Corporation, in lieu of an organizational meeting thereof and pursuant to the Kentucky Business Corporation Act (Kentucky Revised Statutes, Title XXIII, Chapter 271B) which provides that any action required or permitted to be taken at an organizational, Shareholders' or Board of Directors' meeting of a Kentucky corporation may be taken without a meeting if the action is taken by all the Shareholders entitled to vote on the action, by all Incorporators and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action, by each Incorporator and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote. Such consent herein and hereto is evidenced by the signatures of the Incorporators, Shareholders and Directors of the corporation affixed hereto. The Incorporators, Shareholders and Directors acknowledge that it is necessary or desirable to take various organizational actions in connection with the incorporation of corporation in accordance with The Kentucky Business Corporation Act. Therefore, the undersigned Incorporators, Shareholders and Directors, being all of the Shareholders entitled to vote on these matters, all the Incorporators and all of the members of the Board of Directors of the corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of organizational, Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of such meeting thereof, the following Acts and Resolutions as being the joint organizational actions of the Incorporators, Shareholders and Board of Directors, as if in a meeting duly assembled: Election of Directors: Name and Address of Directors. There must be at least one Director. All Directors must be licensed to practice in RESOLVED, that each of the following persons are hereby elected to serve as a member of the Board of Directors of the Corporation, and to hold said position until the next annual meeting of the Board of Directors or until the earlier of their resignation or removal, or until their respective Kentucky. successors shall be duly elected and qualified: Name Address ______________________ ________________________ ________________________ ________________________ ________________________ _______________________ ________________________ ________________________ ________________________ ________________________ _______________________ ________________________ ________________________ ________________________ ________________________ Approval of Actions by Incorporator: RESOLVED, that the actions of the Incorporator of the Corporation, which have been presented to and reviewed by each director of the Corporation, whereby the Incorporator filed the Articles of Incorporation of Incorporation with the Kentucky Secretary of State and thereby incorporated the Corporation, be and they are hereby accepted, ratified and approved. Resignation of Incorporator: If the incorporator is not a director or shareholder, resignation is usually made. RESOLVED, that the resignation of _______________, as incorporator of ______________________________ is hereby accepted and the Secretary is directed to make the original part of the official minutes of the Corporation. Approval of Articles of Incorporation of Incorporation: Provide date Articles of Incorporation filed RESOLVED, that the Articles of Incorporation of Incorporation of the Corporation, which have been presented to and reviewed by each director of the Corporation, are hereby approved, duplicate originals of such Articles of Incorporation having been filed on ______________________, with the Kentucky Secretary of State and a copy of the Articles of Incorporation are hereby directed to be inserted in the minute book of the Corporation. Approval of By-Laws: RESOLVED, that the by-laws of the Corporation for the regulation of the business and affairs of the Corporation, which have been presented to and reviewed by each director of the Corporation, are hereby adopted and approved as the by-laws of the Corporation, and a copy of such by-laws is hereby directed to be inserted in the minute book of the Corporation and is incorporated by reference herein. Election of Officers: Name Officers elected. You should have at least a President and a Secretary. The same person can hold more than one positions. All officers except the Secretary and the Treasurer must be licensed to practice in Kentucky. RESOLVED, that each of the following persons are hereby elected to serve as an officer of the Corporation, to hold the office or offices set forth opposite their respective names until the first annual meeting of the Board of Directors, until their earlier resignation or removal, or until their successors are duly elected and qualified: Office Name President ___________________________ Vice-President ___________________________ Secretary ___________________________ Payment of Incorporation Expenses: RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to pay all fees and expenses incident to and necessary for the incorporation and organization of the Corporation and that the officers of the Corporation are hereby authorized and directed to take and perform any and all other actions and to sign any and all documents necessary or incidental to the completion of the organization of the Corporation. Adoption of Corporate Seal: Seal is Optional RESOLVED, that the seal containing the name of the Corporation, an impression of which is affixed in the margin of this consent, is hereby adopted as the corporate seal of the Corporation. Adoption of Fiscal Year: RESOLVED, that the fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year. Adoption of Form of Common Stock Certificate: RESOLVED, that the form of stock certificate to evidence shares of common stock of the Corporation, which has been presented to and reviewed by each director of the Corporation, is hereby adopted as the form of stock certificate for the shares of common stock of the Corporation, a specimen thereof being attached hereto and incorporated by reference herein. Establishment of Par Value of Stock: Par Value can be zero or a dollar amount. RESOLVED, that the par value per share of the common stock of the Corporation be, and the same is, hereby established at One and 00/100 Dollar ($1.00). Issuance of Common Stock: RESOLVED, that in consideration of the payment, in cash, to or on behalf of, the Corporation of the amount of money specified below opposite her name, the sufficiency of which is hereby expressly acknowledged, the President and Secretary of the Corporation are hereby authorized and directed, upon receipt by, or by others on behalf of, the Corporation of such amount of money from the person specified below, to issue to such person a certificate or certificates representing the ownership by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as is also set forth below opposite his name: Name Shareholders, number of shares owned and consideration paid. Pay at least par value of $1.00. All shares authorized in the Articles of Incorporation need not be issued at this time. Name Shares Consideration _____________________ ______ ______________ _____________________ ______ ______________ _____________________ ______ ______________ Election of "S Corporation" Status: WHEREAS, the directors and stockholders of the Corporation have been advised of the advantages to the stockholders of the Corporation if the Corporation elects to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended; THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended, for the current and succeeding tax years of the Corporation; BE IT RESOLVED FURTHER, that such election be made and filed by the Corporation, together with the consents of its stockholders, within the time period specified and permitted by statute, and the officers of the Corporation are hereby authorized and directed, for and on behalf of the Corporation, to execute and file such election with the Internal Revenue Service and to take such other actions as may be necessary to effect such election for the current fiscal year of the Corporation. Election to Classify Stock as "§ 1244 Stock": Name of Corporation WHEREAS, ________________________ is a "small business corporation" as defined in the Internal Revenue Code and the regulations issued thereunder; and WHEREAS, the Directors desire to qualify the Corporation's stock as Section 1244 stock; Name of Corporation IT IS, THEREFORE, RESOLVED, that _______________________ hereby adopts a plan to have its stock classified as Section 1244 stock and offered for sale as such; RESOLVED FURTHER, that the maximum amount to be received by this Corporation in consideration for its stock to be issued pursuant to this plan shall not exceed One Million and no/100 Dollars ($1,000,000.00). RESOLVED FURTHER, that the stock issued pursuant to this plan shall be issued only for money and other property, but excluding other stock or securities; and RESOLVED FURTHER, that the officers of this Corporation shall take such action as is necessary to carry this plan into effect and especially to keep such records as are required by the Internal Revenue Service. Authorization for Opening Bank Account: Name corporate bank RESOLVED, that ____________________, ______________, Kentucky, shall be the depository in which the funds of the Corporation shall be deposited. BE IT RESOLVED FURTHER, that the appropriate officers of the Corporation shall be, and hereby are, authorized to open a bank account or accounts at said bank in the name of, and on behalf of, the Corporation, for the deposit of funds belonging to the Corporation. Name one or more persons to sign checks. If two signatures are required on all checks change “or” to “and”. BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts shall be signed by _______________________ or ________________________. Borrowing: RESOLVED, that only the duly elected officers of the Corporation, acting either singularly or jointly as directed from time to time by resolution of the directors, be authorized to borrow money for, on behalf of, and in the name of the Corporation, but only pursuant to specific authorization by resolution of the Board of Directors as may from time to time be adopted. Business Operations: RESOLVED, that the President of the Corporation is hereby authorized and directed to hire and employ such supervisors, mechanics laborers, helpers, office personnel and other workers as he/she deems necessary for the effective operation of the Corporation's business; and RESOLVED FURTHER, that the President of the Corporation is hereby authorized to pay all employees and workers of the Corporation such salary, wage and other compensation as he/she shall deem appropriate from time to time; and RESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of day-to-day operations of the Corporation's business as he/she deems justified and appropriate. Filing of Consent: RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation. Name of Corporation THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE, ALL INCORPORATORS AND THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF _____________________________ DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZATIONAL ACTIONS OF THE INCORPORATORS, SHAREHOLDERS AND DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH THE KENTUCKY BUSINESS CORPORATION ACT (KENTUCKY REVISED STATUTES, TITLE XXIII, CHAPTER 271B) AND IN LIEU OF AN ORGANIZATIONAL MEETING THEREOF, TO BE EFFECTIVE AS OF _____________________________. Date of meeting _________________________________ ___________________, Incorporator _________________________________ _________________________________ Shareholder and Director Name and Signature of Incorporator, Directors and Shareholders. Add blanks if necessary _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder ATTEST: Signature of Secretary or Secretary of Corporation ______________________________ _____________________, Secretary Instructions Name of Incorporator RESIGNATION OF INCORPORATOR I, the undersigned _________________, do hereby resign as Name of Corporation incorporator of _____________________________, a KENTUCKY Effective date of resignation, such as date of meeting. corporation, effective __________________________. Signature of incorporator ______________________________ Incorporator