ORGANIZATIONAL MINUTESNotes
1) There must be at least one Director and provide their address.
2) If the Incorporator is not a Director or Shareholder, resignation is usually made.
3) There must be at least a Chief Executive Officer and a Chief Financial Officer. These may be the same person .
4) Name your Shareholders and the number of shares that each owns and their consideration paid.
5) Name one or more persons to sign checks. If two signatures are
required on all checks, change “or” to “and”.
MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKENBY 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 Minnesota
For-Profit Business Corporation, in lieu of an organizational meeting thereof and
pursuant to the Minnesota Business Corporation Act, which provides that any action
required or permitted to be taken at an organizational, Shareholders' or Board of
Directors' meeting of a Minnesota business 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 entitl ed
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 Minnesota 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 t he
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 meeti ng
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 t heir
resignation or removal, or until their respective 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
Minnesota Secretary of State and thereby incorporated the Corporation, be and
they are hereby accepted, ratified and approved.
Resignation of Incorporator:
RESOLVED, that the resignation of _________________, as incorporator of
_________________________ is hereby accepted and the Chief Financial Officer
is directed to make the original part of the official minutes of the Corporation.
Approval of Articles of Incorporation of Incorporation:
RESOLVED, that the Articles of Incorporation of Incorporation 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
Incorporation having been filed on _________________, with the Minnesota
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:
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
Chief Executive Officer _________________________________________
Vice-President _________________________________________
Chief Financial Officer _________________________________________
Payment of Incorporation Expenses:
RESOLVED, that the Chief Financial Officer 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:
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:
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 Chief Executive
Officer and Chief Financial Officer 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
_____________________ ______ _________________
_____________________ ______ _________________
_____________________ ______ _________________
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":
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;
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 kee p such
records as are required by the Internal Revenue Service.
Authorization for Opening Bank Account:
RESOLVED, that ________________________, ___________, Minnesota, 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.
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 incorporated 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 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 Chief Executive Officer 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 Chief Executive Officer 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 Chief Executive Officer 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 Chief Financial Officer 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 ORGANIZATIONAL ACTIONS OF THE INCORPORATORS,
SHAREHOLDERS AND DIRECTORS OF SUCH CORPORATION, IN
ACCORDANCE WITH THE MINNESOTA BUSINESS CORPORATION ACT
(MINNESOTA STATUTES, Chapter 302A) AND IN LIEU OF AN
ORGANIZATIONAL MEETING THEREOF, TO BE EFFECTIVE AS OF ________________________.
_________________________________
___________________, Incorporator
_________________________________ _________________________________Shareholder and Director
__________________________________________________________________ Shareholder and Director
__________________________________________________________________ Shareholder
ATTEST:___________________________________________________,
Chief Financial Officer
RESIGNATION OF INCORPORATOR
I, the undersigned ______________________, do hereby resign as incorporator of
_____________, a Minnesota corporation, effective ____________________________.
______________________________Incorporator