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MINUTES OF THE ORGANIZATIONAL MEETING OF THE INCORPORATORS (individually the "Incorporator" and collectively the "Incorporators") of __________ (the "Corporation") held at __________, on December 2, 2024, at the hour of __________.
An Incorporators' Organizational Meeting is also known as:
An Incorporators' Organizational Meeting is an initial meeting of the incorporators of a company where the initial resolutions to organize the company are recorded. This occurs after Articles of Incorporation are filed and a certificate of incorporation is received from the Secretary of State.
For instance, if directors were not named in the Articles of Incorporation, one of the items on the agenda of this organizational meeting will be to appoint them.
If initial directors were appointed by the Articles of Incorporation, the organizational meeting can be called by those directors. Otherwise the shareholders or the incorporators will hold this meeting.
It should be noted that notice of the meeting must go out to all participants in accordance with state law.
An incorporator is a person (or a group of people) who organizes the corporation and files the Articles of Incorporation. Typically, the role of an incorporator is complete after the articles are filed and the organization is settled. After that, the responsibility of maintenance and management usually moves to the board of directors.
A resolution is a decision approved by the incorporators, shareholders, or management of a corporation.
Resolutions can be made during a board meeting, or they can be made by an agreement without a meeting (as long as a written consent to action is obtained from the shareholders or directors involved).
In either case a record of the resolution should be kept with the corporate documents.
An organizational meeting is meant to help establish the particulars and structure of a corporation including:
The Incorporators' Organizational Meeting Minutes records these decisions or resolutions for the corporation's own records. The minutes are usually stored in corporate minute books for safekeeping.
Once these initial matters are settled, further meetings of the shareholders can be conducted annually for review of the performance of the company and to address any changes in structure, appointments of directors or corporate officers, bylaws, or otherwise.
It should be noted that an incorporators' meeting typically occurs only once, when the corporation is forming and organizing, and then the management moves from the incorporators to the board of directors where they might use a Directors' Resolution to record their actions and meeting minutes.
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