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Minutes of the First Meeting of the Board
The initial meeting of the Board of Directors of the Corporation
was held at the office of the corporation, on _______(1)________,
19_(2)_, immediately following the initial meeting of shareholders
of the Corporation.
The Director present was _________(3)_________. Temporary
Chairman was nominated and elected and acted as such until
relieved by the President, same being ________(4)_________.
The Chairman then presented and read to the meeting a Waiver
of Notice of meeting, subscribed by all of the Directors of
Upon a motion duly made, seconded and unanimously carried,
RESOLVED, that the Chairman be requested to cause the same
to be spread at length upon the minutes.
The Chairman then stated that nominations for officers of
the Corporation were in order. The following persons were
nominated and thereupon elected to the position opposite their
names to serve until their successors are elected and qualified:
_________(6)___________ VICE PRESIDENT
The President, Vice President, Secretary and Treasurer thereupon
assumed their respective offices.
The Chairman then stated that is was advisable to issue immediately
certain shares of stock of the Corporation's common stock
at its par value, none of which are issued and outstanding.
Thereupon, the following resolution was adopted:
RESOLVED, that the officers of the Corporation are hereby
authorized to issue at this time, shares of the authorized
capital stock of the Corporation to the following:
SHARES TO BE CONSIDERATION ISSUED TO NUMBER OF SHARES THEREFORE
____(9)_____ _(10)_ _(11)_
The following resolution was unanimously adopted:
RESOLVED, that the President and Treasurer be authorized,
empowered and directed to open a bank account and to deposit
therein all funds of the Corporation, payable on said account
to be made in the corporate name and that a copy of the printed
form of the bank resolution be appended to the minutes of
The President then presented and read the minutes of the
first meeting of shareholders of this Corporation, and the
same were, on motion duly made, seconded and unanimously carried,
in all respects ratified and adopted by this Board of Directors.
The President then presented and read to the meeting the
Bylaws adopted at said meeting of the shareholders and made
a part of the minutes, and on motion duly made, seconded and
unanimously carried, the same were, in all respects, ratified,
confirmed and approved as and for the Bylaws of the said Corporation.
On motion duly made, seconded and carried, the President
was directed to designate such agents for service of process
as the President may deem advisable from time to time, and
to file with the Office of the Secretary of State, State of
____(12)____, immediately and thereafter as required, the
appropriate certificates designating the offices and agent
or agents for service of process on this Corporation, and
further to file copies of the same as a part of these minutes.
On a motion duly made, seconded and carried, the Treasurer
was directed to pay from the corporate funds the expense of
organizing the Corporation, approval of payment being given
to the bill of attorneys for the Corporation.
Upon motion duly made, seconded and carried, the law firm
of __________(13)__________, was named as general counsel
for this Corporation.
There being no further business to come before the meeting,
upon motion duly made, seconded and unanimously carried, the
same was adjourned.
DATED: _______(14)_______, 19_(15)_
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