This document provides a template for a corporation’s initial meeting of its board of
directors. An agenda for a new company’s first board meeting would usually include
some or all of the following: report of filing of Articles of Incorporation; bylaws are
adopted and dated; corporate officers are elected; corporate seal is adopted; secretary
is authorized to buy corporate record books and a corporate seal; accounting year is
selected and adopted; a principal office is designated; a bank is selected and the
treasurer is authorized to pay incorporation expenses and other expenses; form for
stockholder certificates is presented and adopted; and stock subscriptions are
authorized and made. This template form can be modified to fit the needs of any
corporation.
Minutes of First Meeting of Board of Directors of (Name of Corporation)
The first meeting of the Directors of (Name of Corporation) was held at (street address, city,
state, zip code), on (date) at (time of day).
Present and Absent Directors.
Present at the meeting, and constituting a quorum of the full Board were the following persons:
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code);
(Name of Director) of (street address, city, state, zip code); and
(Name of Director) of (street address, city, state, zip code).
The following persons were absent:
(Name of Director) of (street address, city, state, zip code); and
(Name of Director) of (street address, city, state, zip code).
Temporary Presiding Officer and Secretary.
On motion duly made and by unanimous vote (Name) was elected temporary presiding officer,
and (Name) was appointed temporary secretary of the meeting.
Call and Notice of Meeting.
The temporary presiding officer announced that this meeting was held pursuant to a call signed
by a majority of the directors, for the purpose of adopting bylaws, electing officers, and
transacting such other business as may come before the meeting, and that written notice of the
time and place of the meeting had been sent to each director by prepaid mail at least _________
(number) days before the meeting.
On motion duly made, seconded, and unanimously carried, a copy of the call and notice was
made a part of the minutes of the meeting.
Filing of Articles of Incorporation.
It was reported by the temporary presiding officer that the original Articles of Incorporation were
filed with the Secretary of State of the State of (name of state), and that a copy of the Articles
certified by the said Secretary of State was filed in the office of the [e.g., County Clerk of (name
of county and state) on (date)]. A certified copy of the said Articles of Incorporation showing the
above filing was delivered to the temporary secretary, with directions to insert it in the minute
book of the corporation.
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Adoption of Bylaws.
Bylaws prepared by the attorney of the corporation were presented by the acting secretary. On
motion made, seconded, and unanimously carried, the following resolution was adopted:
Whereas, the bylaws presented to this meeting are suitable for the purpose and their adoption is
in the best interest of the corporation; it is now therefore:
Resolved: that the bylaws presented to this meeting become the bylaws of this corporation
effective immediately.
It is further resolved that the bylaws be authenticated as such by the certificate of the secretary
of this corporation and placed in the minute book of the corporation, and that a full and true copy
of the bylaws, certified by the secretary, be kept at the principal office of the corporation for
inspection by the shareholders at all reasonable times during business hours.
Election of Officers.
The temporary presiding officer announced that the bylaws provided for the election of a
president, a vice-president, a secretary, and a treasurer. An election to fill these various offices
was held and the following were declared by the temporary presiding officer to be elected to the
respective offices indicted after the names of each for the term provided in the bylaws:
Name of Officer Office
(Name) President
(Name) Vice-President
(Name) Secretary
(Name) Treasurer
Each elected officer was present at the meeting and assumed the duties of his position. The
president replaced the temporary presiding officer, and the secretary replaced the temporary
secretary of the meeting.
Bond for Treasurer.
On motion made, seconded, and unanimously carried, it was resolved that the treasurer be
required to give a corporate surety bond of $____________ before entering on the duties of his
office, and that the board of directors be authorized to approve the bond as to sufficiency and
form.
Salaries of Officers.
The president asked that the meeting take appropriate action to fix salaries for the officers of the
corporation. Each officer who was a director abstained from all participation in the action fixing
the salary attached to the office, and his or her interest was stated to the meeting. After motion
made, seconded, and unanimously carried, the following was adopted:
It is resolved that, until further action by the board of directors, the salaries of its elective
officers be as set forth below, opposite the title of the position:
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President $____________ per year;
Vice-President $____________ per year;
Secretary $____________ per year; and
Treasurer $____________ per year.
It is further resolved that the salaries of the respective officers be paid (e.g., in equal
installments on the fifteenth or the last business day preceding the fifteenth and on the last
business day of each calendar month).
Adoption of Seal.
On motion duly made, seconded, and unanimously carried, it was resolved that the corporation
would not adopt a corporate seal at this time.
Form of Share Certificate.
On motion duly made, seconded, and unanimously carried, a proposed form of share certificate
presented to the meeting by the president was approved and adopted, and the secretary was
instructed to insert a copy of the share certificate in the minute book immediately following the
recordation of this action.
Issuance of Shares.
On motion duly made and seconded, the following resolution was unanimously adopted:
Whereas, this corporation is authorized, in its Articles of Incorporation to issue an aggregate of
(number) shares of common stock with a par value of $____________ per share;
It is therefore resolved that the president and secretary are authorized and directed to prepare
and file a verified application with the Secretary of State of the State of (name of state), for a
permit authorizing the corporation to sell and issue not to exceed (number) of shares of its
common stock of the par value of $____________ per share for cash to the following persons:
(Name and address of Shareholder);
(Name and address of Shareholder);
(Name and address of Shareholder);
(Name and address of Shareholder); and
(Name and address of Shareholder);
It is further resolved that on the issuance of a permit authorizing the sale of these shares, the
president, or the vice-president, and the secretary are authorized and directed to sell and issue
shares of stock to the persons, in the amounts, and for the consideration stated, all in compliance,
however, with the terms and conditions of the permit of the said Secretary of State and with these
resolutions.
It is further resolved that the designated officers are authorized and directed to execute all
necessary documents and to take such necessary action as may be required to carry out and
perform the purposes of these resolutions.
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Depository for Funds.
To provide a depository for the funds of the corporation and to authorize those who may
withdraw them on behalf of the corporation, on motion made,