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Form #1466MINUTES OF FIRST MEETING OF STOCKHOLDERS
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MINUTES OF FIRST MEETING OF STOCKHOLDERS
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Minutes of first meeting
of stockholders.
The first meeting of the shareholders of _________
Corporation, a _________[name of state] corporation, was held at
_________, in the City of _________, _________, on [date], at the hour of
_________, —.m., pursuant to call and notice by the incorporators [or pursuant
to call and waiver of notice by all the shareholders].
Upon motion made, seconded and unanimously carried,
_________ was chosen as chairperson of the meeting and _________ was chosen as
secretary of the meeting.
The roll of the subscribers and corporators was called
and the following persons representing the number of shares of stock were
present in person:
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There were present by proxy:
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Name of Proxy
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No. of Shares
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The proxies were ordered placed on file and entered in
the minute book following the minutes of the meeting.
[Or, The secretary reported that all the stockholders
of the corporation were present in person.]
The chair reported that the secretary of state of
_________ had filed the articles of incorporation of the corporation in that
office on [date], and had issued a certificate of incorporation on that date.
The subscription agreement covering all existing subscriptions
to the shares of the corporation, and the articles of incorporation of the
corporation as filed in the office of the secretary of state were presented and
read to the meeting. On motion made, seconded and unanimously carried, it was
Resolved, that the subscription agreement covering all
existing subscriptions to the shares of this corporation is approved;
Resolved, that the articles of incorporation of this
corporation as filed in the office of the secretary of state are approved;
Resolved, that the articles of incorporation of this
corporation as filed in the office of the secretary of state are approved;
Resolved, that the articles of incorporation of this
corporation, together with the certificate of incorporation, be filed for
record in the office of the _________ of _________ County, _________.
The secretary presented a form of bylaws prepared by
counsel for the company, which was read article by article and as a whole
unanimously adopted and was ordered to be entered in the book of minutes immediately
following the articles of incorporation.
The
chairperson of the meeting announced that the articles of incorporation [or
bylaws] provided for the election of _________ directors of the corporation at
the first meeting of shareholders, to hold office until the first annual
meeting
of shareholders or until their respective successors
are elected and qualified. The chair called for the nomination of directors.
The following persons were nominated for directors of the corporation, to serve
until the first annual meeting of shareholders or until their respective
successors are elected and have qualified: _________.
No further nominations being made the nominations were
closed and the shareholders proceeded to vote on the nominees. The vote having
been taken and counted, the nominees were found to have received the number of
votes set opposite their respective names:
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_________, _________, and _________, having received
the highest number of votes, were declared by the chair to be the elected
directors of the corporation, to serve until the first annual meeting of
shareholders or until their respective successors are elected and have
qualified.
On motion made and seconded, it was ordered that the
principal office of this company in the State of _________ shall be at
_________ Street, _________, and _________ was appointed agent of the company
in charge of the office upon whom process may be served.
On motion made and seconded, the board of directors
was authorized to make calls upon the stock subscribed for and up to the limit
of the par value payable at those times and places as the board of directors
shall determine.
The secretary presented a proposal from _________[insert
any offer to turn in property for stock or the like, or proposal to ratify any
contract made by promoters] which was ordered received and after due
consideration the following resolution was adopted: [insert resolution].
There being no further business, the meeting was
declared adjourned.
_________,
Secretary
_________, Chairperson
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legal council before engaging in any action based upon content contained on this
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These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
site to another site offering free legal or other document forms for download.
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a licensed attorney review any legal documents for which you are searching in order
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Your use of this site constitutes your acceptance of our terms of use and your agreement
to hold this site, its officers, employees and any contributors to this site harmless
for any damage you might incur from your use of any submissions contained on this
site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
is not engaged in recommending or referring members on the site or making claims
about the competence, character or qualifications of its participating members.
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Keywords: MINUTES,FIRST MEETING, STOCKHOLDERS
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