MINUTES OF FIRST MEETING
OF
BOARD OF DIRECTORS
OF
____________________________________
The first meeting of the Board of Directors of ___________________________ (the “Corporation”) was held in ________________, New York, on ________ ___, 2022, at 12:00 p.m. EST, with one party attending and participating telephonically.
The following Directors were physically present:
_______________________
_______________________
The following Director participated telephonically:
________________________
The foregoing individuals comprise all of the members of the Corporation's Board of Directors.
Also physically present for the meeting was ___________________.
The meeting was called to order by ______________________.
It was moved, seconded and unanimously approved that _________________ be appointed Chairman of the Corporation's Board of Directors, and that ___________________ be appointed Vice-Chairman of the Corporation's Board of Directors (as well as President and Chief Executive Officer of the Corporation).
The meeting then proceeded to the election of officers. Upon nominations duly made and seconded, the following were elected and qualified as officers of the Corporation:
President: _____________________
Secretary: _____________________
Treasurer: _____________________
Whereupon, the Chairman of the Corporation assumed his duties as Chairman, and the Secretary of the Corporation assumed her duties as Secretary.
The Secretary then presented to the attendees true and correct copies of the following documents:
(1) The Corporation's Articles of Incorporation; and,
(2) The Corporation's Bylaws.
Following review of these documents, and upon a motion duly made, seconded and unanimously approved, it was resolved as follows:
RESOLVED, that all of the acts taken and resolutions
adopted by the Corporation's sole incorporator shall be,
and hereby are, approved, ratified and adopted by this
Board of Directors.
The Secretary then submitted to the attendees a proposed seal for use as the official corporate seal of the Corporation. Upon a motion duly made, seconded and unanimously approved, it was resolved as follows:
RESOLVED, that the form of seal submitted to this meeting
shall be, and hereby is, approved and adopted as the official
corporate seal of the Corporation, and that an impression thereof
be made on the margin of these minutes.
Thereafter, the Secretary presented to the attendees a specimen of a proposed share certificate to represent the shares of the Corporation's stock. Upon a motion duly made, seconded and unanimously approved, it was resolved as follows:
RESOLVED, that the specimen form of certificate which has been
presented to this meeting shall be, and hereby is, approved and
adopted as the certificate to represent the shares of the Corporation's
stock.
RESOLVED, that the specimen form of certificate so presented to the
meeting be annexed to the minutes hereof.
The Corporation's banking arrangements were then addressed. After discussion, and upon a motion duly made, seconded and carried, a proposed Secretarial Certificate to be furnished by the Treasurer of the Corporation to __________________ BANK was unanimously approved, and the resolutions set forth in such Secretarial Certificate were unanimously adopted. A conformed copy of such Secretarial Certificate was ordered annexed to the minutes of the meeting.
Upon a motion duly made, seconded and unanimously approved, it also was resolved as follows:
RESOLVED, that the Board of Directors shall be, and hereby is,
authorized and directed to issue additional shares of the capital stock
of the Corporation up to the full amount authorized by the Articles of
Incorporation, in such amounts and at such time(s) as the Board, in its
discretion, may determine and as may be permitted by law.
RESOLVED, that the officers of the Corporation shall be, and hereby are,
authorized, empowered and directed to take any and all steps, and to
execute and deliver any and all instruments, as may be necessary or
required to effectuate or carry out the foregoing resolutions.
There being no further business, and upon a motion duly made, seconded and unanimously carried, the meeting was adjourned.
Secretary – _____________________
________________________
Attest:
Board of Directors:
_________________________
_________________________
__________________________