Minutes of Initial Meeting of the Board of Directors

MINUTES OF INITIAL

MEETING OF THE BOARD OF DIRECTORS


OF___________________(insert name of organization)
A California Nonprofit Public Benefit Corporation

On __________(insert date and time) the Board of Directors of the ___________(insert name of organization) (the “Board”) met for its initial meeting. The following directors were present at the meeting:

___________________ (insert name)
___________________ (insert name)
___________________ (insert name)

Also present was _________(insert other attendees). __________( insert name) acted as Chairman of the meeting and ___________ (insert name) acted as Secretary.

ACTIONS BY INCORPORATOR

WHEREAS, the sole incorporator will file original Articles of Incorporation of the corporation (the “Articles”) at the office of the California Secretary of ___________ (insert date of incorporation), and, as a result, the corporation will be incorporated on that date; and

WHEREAS, in a Certificate of Sole Incorporator (the “Certificate”), the sole incorporator appointed the initial directors;

NOW THEREFORE, BE IT:

ADOPTION OF ARTICLES
 
RESOLVED, that the Articles as adopted by the sole incorporator and as filed with the Secretary of State of the State of California and bearing the file stamp and certification of the Secretary of State of the State of California be, and they hereby are, ratified and approved as the Articles of this corporation and that they be inserted in the Minute Book of this corporation;
 
ADOPTION OF BY-LAWS
 
RESOLVED FURTHER, that the By-Laws of this corporation as adopted by the sole incorporator in the Certificate be, and they hereby are, ratified and approved as the By?Laws of this corporation and that such By-Laws and the Certificate be inserted in the Minute Book of this corporation;
 
ELECTION OF OFFICERS
 
RESOLVED FURTHER, that the following officers be, and each of them hereby is, elected as officers of this corporation to serve until their respective successors are duly elected and qualified:
 
Title Name
President (insert name)
Vice President (insert name)
Treasurer (insert name)
Secretary (insert name)
 
DATE, TIME AND LOCATION FOR
REGULAR MEETINGS OF THE BOARD
 
RESOLVED FURTHER, that the Board shall meet at a minimum twice yearly at such time and place as shall be determined by the Board;
 
MINUTE BOOK
 
RESOLVED FURTHER, that this corporation shall maintain as part of its corporate records a Minute Book which shall include, but which shall not be limited to, a record of its Articles and amendments thereto, its By-Laws and amendments thereto, minutes of all meetings of its directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given and the proceedings thereto;
 
BANK ACCOUNT
 
RESOLVED FURTHER, that the President and Treasurer of this corporation, acting jointly on behalf of this corporation, are authorized to open, maintain and close accounts at any bank, trust company or similar financial institution as may be necessary or appropriate for the conduct of this corporation’s business, that all resolutions required by such banks, trust companies or other financial institutions with respect to such accounts are hereby adopted, and that the Treasurer or Secretary of this corporation is authorized to certify to any bank, trust company or similar financial institution the adoption of the resolution in the form used by that bank, trust company or similar financial institution;
 
RESOLVED FURTHER, that the President and Treasurer of this corporation be, and each of them hereby is, authorized to deposit, or cause to be deposited, funds of this corporation in any authorized account of this corporation, and, in accordance with these resolutions, to withdraw from, or charge to, or cause to be withdrawn from or charged to (such amount not to exceed $_______) said account at any time and from time to time funds of this corporation against checks, notes, drafts, bills of exchange, acceptances, undertakings, or other instruments or orders for the payment of money;
 
RESOLVED FURTHER, that the sole signature of either the President or Treasurer is sufficient to authorize the withdrawal of funds of this corporation (such amount not to exceed $________) from any authorized account of this corporation at any time and from time to time against checks, notes, drafts, bills of exchange, acceptances, undertakings, or other instruments or orders for the payment of money, when made, drawn, accepted or endorsed on behalf of this corporation;
 
RESOLVED FURTHER, that the foregoing bank resolutions are standing resolutions and will remain in full force and effect until duly modified or rescinded, and that the Secretary or any Assistant Secretary of this corporation be, and each of them hereby is, authorized and directed to deliver a certified copy of these resolutions to each bank, trust company or similar financial institution at which an account from which funds can be withdrawn is or will be maintained;
 
ACCOUNTING YEAR
 
RESOLVED FURTHER, that this corporation hereby adopt an accounting year ending _________ each year;
 
COMPLIANCE WITH LOCAL SOLICITATION ORDINANCES
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized to ascertain the legal requirements imposed on organizations soliciting funds for charitable purposes in the appropriate cities and counties;
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized and directed to make all necessary filings and obtain all necessary permits authorizing and allowing this corporation to make public solicitations for contributions for charitable purposes in the appropriate jurisdictions;
 
ORGANIZATIONAL EXPENSE
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized and directed to pay the expenses of incorporation and organization of this corporation and/or reimburse the sole incorporator therefor;
 
SOLE INCORPORATOR
 
RESOLVED FURTHER, that all actions taken or authorized by the sole incorporator of this corporation in respect of the organization of this corporation in what was deemed to be in the best interests of this corporation be, and they hereby are, confirmed and ratified;
 
RESOLVED FURTHER, that this corporation shall indemnify and hold the sole incorporator harmless from and against any and all loss, cost, damage, expense (including without limitation attorneys’ fees and expenses) or liability caused by, resulting from or arising out of any action taken or authorized by the sole incorporator of this corporation in respect of the organization of this corporation;
 
STATEMENT BY DOMESTIC NONPROFIT CORPORATION
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized and directed to prepare any required information statement in compliance with the California Nonprofit Corporation Law and submit it to the California Secretary of State for filing;
 
RESOLVED FURTHER, that the Secretary of this corporation is directed to insert a copy of that statement in the Minute Book following filing of such information statement;
 
PRINCIPAL OFFICE LOCATION
 
RESOLVED FURTHER, that the principal office for the transaction of the business of this corporation shall be located at: ______________________(insert address), unless and until changed by resolution of this Board;
 
EXEMPTIONS FROM FEDERAL AND STATE TAXES
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized to consult with legal counsel to ascertain the availability of exemptions from taxation under the federal and state tax laws and, if such exemptions are available, such officers be, and each of them hereby is, authorized and directed to execute and file all necessary applications for exemption from those taxes with the appropriate state and federal tax authorities, and to pay any necessary filing fees;
 
EMPLOYER IDENTIFICATION NUMBER
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized and directed to make such filings and applications as are necessary to secure for this corporation a federal employer identification number;
 
NONPROFIT MAILING PERMIT
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized and directed to make such filings and applications as are necessary to secure for this corporation a nonprofit mailing permit if deemed necessary or advisable by the officers of this corporation;
 
IMPLEMENTATION
 
RESOLVED FURTHER, that the proper officers of this corporation be, and each of them hereby is, authorized and directed to execute all documents and to take all such action as they may deem necessary or advisable in order to effectuate the purposes of the foregoing resolutions.

There being no further business, upon motion duly made and seconded, the meeting was adjourned.

_______________________________________
Secretary of the Meeting

WAIVER OF NOTICE AND CONSENT TO HOLDING
OF MEETING OF BOARD OF DIRECTORS

We, the undersigned, being all of the directors of the ______________________(insert name of the organization), and desiring to hold the first meeting of the Board of Directors of the corporation, do hereby waive notice of the meeting, consent to the holding thereof, and do further agree that any business transacted at said meeting shall be as valid and legal and of the same force and effect as if the meeting were held after duly given notice.

Dated:______________.

_______________________________________

_______________________________________

_______________________________________