Fill and Sign the Organizational Minutes for a Professional Corporation Massachusetts Form

MA-PC-OM SAMPLE ORGANIZATIONAL MINUTES MASSACHUSETTS PROFESSIONAL CORPORATION (Review and revise as desired. This is only a sample.) Instructions Name of Corporation Name of Corporation Name and Address of Directors. There must be at least three directors if there are three or more shareholders, at least two directors if there are two shareholders, and at least one director if there is only one shareholder. A majority of the directors must be licensed to practice in 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 Massachusetts Professional Corporation, in lieu of an organizational meeting thereof and pursuant to the General Laws of the Commonwealth of Massachusetts, Title 22, Chapter 156A, etc. The Incorporators, Shareholders and Directors acknowledge that it is necessary or desirable to take various organizational actions in connection with the organization of corporation in accordance with General Laws of Massachusetts. 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 organi za tional, Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent or waiver 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: 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 successors shall be duly elected and qualified: Name Address _____________________ ___________________________ ___________________________ ___________________________ _____________________ ___________________________ ___________________________ ___________________________ Massachusetts. Par Value can be zero or a dollar amount. This should be established in the articles of organization. Name Shareholders, number of shares owned and consideration paid. Each shareholder must pay at least par value. All shares authorized in the Articles need not be issued at this time. All shareholders must be licensed to practice in Massachusetts. _____________________ ___________________________ ___________________________ ___________________________ Establishment of Par Value of Stock : 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 his or her name, the sufficiency of which is hereby expressly acknowledged, the President and Clerk 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 Shares Consideration __________________ _____ _______________________ __________________ _____ _______________________ __________________ _____ _______________________ Approval of Actions by Incorporator: RESOLVED, that the actions of the Incorporator of the Cor poration, which have been presented to and reviewed by each director of the Corporation, whereby the Incorporator filed the Articles of Organization with the Secretary of the Commonwealth and thereby incorporated the Corporation, be and they are hereby accepted, ratified and approved. Approval of Articles of Organization : RESOLVED, that the Articles of Organization of the Corpora tion, which have been presented to and reviewed by each director of the Corporation, are hereby approved, duplicate originals of such Articles of Organization having been filed on ______________________, with the Secretary of the Commonwealth and a copy of the Articles of Organization are hereby Provide date articles fled Name Officers elected. Officers shall consist of a clerk, treasurer and a president. Other officers may also be named. All officers must be licensed to practice in Massachusetts, except the treasurer, clerk, secretary and any assistant treasurer, assistant clerk or assistant secretary. 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 regu la tion of the business and affairs of the Corpora tion, 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 Corpora tion and is incorporated by reference herein. Election of Officers : 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 ___________________________ Clerk ___________________________ Treasurer ___________________________ I, _____________, Clerk, do hereby take oath that I will faithfully perform my duties as Clerk of the corporation and that I am a resident of the Commonwealth of Massachusetts. _______________________ Signature Payment of Incorporation Expenses : RESOLVED, that the Clerk of the Corporation is hereby authorized and directed to pay all fees and expenses inci dent to and necessary for the incorpora tion and organi za tion of the Corporation and that the officers of the Cor poration are hereby authorized and directed to take and per form any and all other actions and to sign any and all docu ments necessary or inci dental to the completion of the organ iza tion of the Corporation. Adoption of Corporate Seal : RESOLVED, that the seal containing the name of the Corpora tion, 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 Corpora tion, 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. Election of "S Corporation" Status : WHEREAS, the directors and stockholders of the Corpora tion have been advised of the advantages to the stock holders 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 Cor poration; BE IT RESOLVED FURTHER, that such election be made and filed by the Corporation, together with the consents of its stock holders, within the time period specified and permitted by statute, and the officers of the Corpora tion are hereby authorized and directed, for and on behalf of the Corpora tion, 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": 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 Corpora tion's stock as Section 1244 stock; Name of Corporation Name of Corporation Name corporate bank 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 : RESOLVED, that the bank ____________________, of ______________, Massachusetts, shall be the depository in which the funds of the Corpora tion 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 belong ing to the Corporation. BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts shall be signed by _______________________ or ________________________. BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts the form resolution of said bank (as completed) which appears in the form which is attached hereto and incorpor ated by reference herein, and the appropriate officers of the Corporation are hereby authorized to certify such form resolution of said bank as having been adopted by this Corporation and to furnish copies of this resolution to the said bank upon its request. Borrowing : RESOLVED, that only the duly elected officers of the Corpor a tion, 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 Name one or more persons to sign checks. If two signatures are required on all checks change “or” to “and”. 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 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 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 she deems justified and appropriate. Filing of Consent : RESOLVED, that the Clerk 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. 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 ORGANIZA TIONAL ACTIONS OF THE INCORPORATORS, SHARE HOLDERS AND DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH THE, GENERAL LAWS OF MASSACHUSETTS AND IN LIEU OF AN ORGANIZATIONAL MEETING THEREOF, TO BE EFFECTIVE AS OF _____________________________. _________________________________ ___________________, Incorporator _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder and Director ATTEST:________________________, Clerk Name of Corporation Date of meeting Name and Signature of Incorporator, Directors and shareholders. Add blanks if necessary Signature of Clerk or Clerk of Corporation