Consent of Action by Directors in Lieu of Organizational Meetings
-
Upload
diego-antolini -
Category
Documents
-
view
216 -
download
0
Transcript of Consent of Action by Directors in Lieu of Organizational Meetings
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
1/22
CONSENT TO ACTION BY
DIRECTORS IN LIEU OF ORGANIZATIONALMEETING
OF__________
The form of Minutes, Consents, Bylaws, Agreements and other forms and d ocuments enclosed with this order are offered as a sample only ofstandard provisions contained in such forms and docum ents. They do not purport to address the specific requirements of individual transactions
or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who
intend to utilize any such forms and docum ents must seek com petent legal counsel prior to their use or adaptation thereof for his or her particular
requirements.
2005 - 2008 ALL RIGHTS RESERVED
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
2/22
1
CONSENT CERTIFICATE OF ACTION BY DIRECTORS IN LIEU OF
ORGANIZATIONAL MEETING OF DIRECTORS OF
__________
A CALIFORNIA CORPORATION
We, the undersigned, being all of the Directors of__________, a California Corporation(the "Corporation") organized under the laws of the State of California, consent to and adopt thefollowing resolutions as the actions of the Directors of the Corporation in lieu of a formal ororganizational meeting.
1. ARTICLES OF INCORPORATION
The Directors have been informed that the original Articles of Incorporation (theAArticles@) had been filed in the Office of the Secretary of State of California on__________, acopy of which is attached as Exhibit A. A certified copy of the Articles has been provided to theSecretary, who is hereby directed to insert the certified copy in the Record Book of theCorporation. After review, we hereby unanimously consent to and adopt the followingresolution:
RESOLVED, that the Secretary be instructed to insert a copy of the Articles of theCorporation, as certified by the Secretary of State, in the Record Book of the Corporation.
2. RESOLUTION OR ACTION OF INCORPORATOR(S)
The Directors received the resolution or action of Incorporators and their resignations. Acopy is attached as Exhibit A-1. The following resolution was moved, seconded, and adopted:
RESOLVED, that the Secretary be instructed to insert the resolution or action ofIncorporators and the resignation of Incorporators in the Record Book of the Corporation.
3. BYLAWS
The Directors have been presented with proposed Bylaws, a copy of which is attached tothis Certificate as Exhibit "B." After inspection and review, we hereby unanimously consent to
and adopt the following resolutions:
RESOLVED, that the Bylaws attached to this Consent Certificate as Exhibit "B" is
adopted as the Bylaws of the Corporation; and
RESOLVED FURTHER, that the Secretary be instructed to certify a copy of the Bylaws
and insert it in the Record Book of the Corporation.
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
3/22
2
4. SEAL
The Directors have been presented with a Corporate Seal. After inspection, we hereby
unanimously consent to and adopt the following resolution:
RESOLVED, that the Corporate Seal containing the words "__________, A California
Corporation" together with the date of incorporation as shown by the impression thereof on the
margin of this page, is hereby adopted as the Seal of the Corporation.
5. SHARE CERTIFICATE
The Directors have been presented with a proposed form of Share Certificate to be used
by Corporation for its Shares. The proposed form of Share Certificate is attached to this Consent
Certificate as Exhibit "C" and incorporated in this Consent Certificate by this reference. After
inspection, we hereby unanimously consent to and adopt the following resolutions:
RESOLVED, that the Share Certificate representing Share interests in the Corporation
shall be in substantially the same form as the form of certificate attached to this Consent
Certificate as Exhibit "C."
RESOLVED FURTHER, that each Share Certificate shall be consecutively numbered
beginning with number 1 as they are issued, shall be issued only with signature as provided in
the Bylaws and the Seal affixed thereto;
RESOLVED FURTHER, that each Share Certificate shall state the name of theCorporation, the laws of the state under which the Corporation is organized, the name of person
to whom issued, date of issue of the certificate, and the number of shares represented thereby;
and
RESOLVED FURTHER, that each Share Certificate shall contain a statement of
designations, preferences, qualifications, limitations, restrictions and special or relative rights of
the holder on the face or back of the certificate or in lieu thereof the Corporation shall furnish the
statement as a separate document to the holder upon request without charge; and
RESOLVED FURTHER, that the Secretary be instructed to insert a blank ShareCertificate adopted hereby as a specimen in the Record Book of the Corporation immediately
following these actions.
6. RECORD BOOK OF THE CORPORATION
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
4/22
3
The Directors wish to maintain a Record Book of the Corporation for the purpose of
collecting and having all of the important documents of the Corporation readily available.
Accordingly, we hereby unanimously consent to and adopt the following resolution:
RESOLVED, that the Secretary be instructed to obtain and maintain a Record Book of
the Corporation, which shall include the Articles and any amendments thereto, and the Bylawsand any amendments thereto, the minutes of all meetings (or consents in lieu of meetings) of
Directors of the Corporation and all other important Corporate documents.
7. OFFICERS
The Directors wish to elect certain persons as officers of the Corporation. Accordingly,
we hereby unanimously consent to and adopt the following resolution:
RESOLVED, that the following persons are elected officers of Corporation to the
positions set forth opposite their respective names:
OFFICE NAME
President __________
Vice President __________
Secretary __________
Chief Financial Officer /Treasurer __________
The Officers accepted their appointments as evidenced by their signatures on the
Acceptances of Appointments by Officers attached to this Consent Certificate.
8. PRINCIPAL PLACE OF BUSINESS IN STATE OF INCORPORATION
The Directors wish to designate a principal place of business of the Corporation in the
State of California. Accordingly, we hereby unanimously consent to and adopt the followingresolution:
RESOLVED, that the principal place of business in the State of California of the
Corporation is as follows:
__________
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
5/22
4
9. AGENT FOR SERVICE OF PROCESS IN STATE OF INCORPORATION
The Directors wish to designate a resident agent in the State of California. Accordingly,
we hereby unanimously consent to and adopt the following resolution:
RESOLVED, that as provided in the Articles we confirm the name and address of the
registered agent of the Corporation within the State of California as follows:
Name: __________
Address: __________
10. PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE
The Directors wish to identify a principal place of business in the State of__________.Accordingly, we hereby unanimously consent to and adopt the following resolution:
RESOLVED, that the address of the principal place of business of the Corporation in the
State of__________shall be as follows:
__________
11. AGENT FOR SERVICE OF PROCESS IN STATE OF__________
The Directors wish to identify name and address of an agent for the service of process in
the State of__________. Accordingly, we hereby unanimously consent to and adopt the
following resolution:
RESOLVED, that the name and address of the agent of the Corporation for the purpose
of service of process in the State of__________, shall be as follows:
Name: __________
Address: __________
12. BANK RESOLUTIONS
The Directors have discussed management of the fiscal affairs of the Corporation and we
have decided to provide for the deposit of the funds of the Corporation and authorize certain
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
6/22
5
officers to deal with those funds. Accordingly, we hereby unanimously consent to and adopt the
following resolutions:
RESOLVED, that the__________and the__________of the Corporation, acting
together or separately, are hereby authorized to do the following acts:
a. To designate one or more banks, trust companies, or other similar
institutions as depositories of the funds, including without limitation, cash
and cash equivalents of the Corporation;
b. To open, keep and close general and special bank accounts, including
general deposit accounts, payroll accounts and working fund accounts
with any such depository;
c. To cause to be deposited in such accounts with any such depository, from
time to time, such funds, including without limitations, cash and cashequivalents of the Corporation as such officers deem necessary or
advisable, and to designate or change the designation of the officer or
officers and agent or agents of the Corporation who would be authorized
to make such deposits and to endorse checks, drafts or other instruments
for such deposits;
d. From time to time, to designate or change the designation of the officer or
officers and agent or agents of the Corporation who will be authorized to
sign or countersign checks, drafts or other orders for the payment of
money issued in the name of the Corporation against any funds depositedin any of such accounts, and to revoke any such designation;
e. To authorize the use of facsimile signatures for the signing or
countersigning of checks, drafts or other orders for the payment of money,
and to enter into such agreements as banks and trust companies
customarily require as a condition for permitting the use of facsimile
signatures;
f. To make such general and special rules and regulations with respect to
such accounts as either of them may deem necessary or advisable; and
g. To complete and execute printed blank signature card forms in order to
conveniently exercise the authority granted by this resolution, and any
resolutions printed thereon shall be deemed adopted as a part hereof.
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
7/22
6
RESOLVED FURTHER, that all form resolutions required by any such depository as
presented to and considered by such officers prior to the execution of this Consent Certificate are
hereby adopted in such forms utilized by the depository, and the__________of the Corporation
is hereby authorized to certify such resolutions as having been adopted by the Directors and is
directed to attach such forms to this Consent Certificate as Exhibit "D" and insert the forms of
such resolutions in the Record Book of the Corporation along with this Certificate; and
RESOLVED FURTHER, that any such depository to which as copy of these resolutions,
certified by the__________of the Corporation, shall have been delivered shall be entitled to
rely thereon for all purposes until it shall have received written notice of the revocation or
amendment of these resolutions by the Directors of the Corporation.
13. PAYMENT OF EXPENSES OF ORGANIZATION
The Directors desire to reimburse costs incurred for the organization of the Corporation.
Accordingly, we hereby unanimously consent to and adopt the following resolution:
RESOLVED, that each of the Officers of the Corporation is authorized and directed to
cause the Corporation to pay the expenses of its organization and to reimburse the persons
advancing funds to the Corporation.
14. OFFER TO ISSUE SHARES
The Directors desire to offer and issue shares of the Corporation for consideration.
Accordingly, we hereby unanimously consent to and adopt the following resolutions:
RESOLVED, that it is deemed to be in the best interest of the Corporation to issue and
sell shares to the persons for the amounts of consideration set forth below:
NAME SHARES CONSIDERATION
__________
__________
__________
__________
__________
__________
__________
__________
__________
__________
__________
__________
15. ISSUANCE OF SHARES
The Directors having received acceptances of their offers of shares desire to issue shares.
Accordingly, we unanimously consent to and adopt the following resolutions:
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
8/22
7
RESOLVED, that the Corporation issue the above indicated shares to the persons named
above in exchange for the consideration listed above;
RESOLVED FURTHER, that the officers are hereby authorized and instructed to sell and
issue to the persons named above the shares indicated above upon receipt of the amounts of
consideration indicated; and
RESOLVED FURTHER, that the officers are authorized and directed to take all actions
that may be necessary and proper for the Corporation to issue and sell the shares to the persons
named, in accordance with applicable laws, and that those actions shall include, where
necessary:
a. Doing all acts that may be necessary under the federal securities laws and
the securities laws of any other state, including, if advised by legal counsel
preparing, verifying and filing or causing to be prepared, verified and filed
on behalf of the corporation, with the Securities and ExchangeCommission five copies of a Notice of Sales of Securities (Form D) not
later than fifteen (15) days after the sale and issuance of the shares
described above and at such other times as are required by Rule 503 of
Regulation D in order to establish the applicability of one of the
exemptions provided by Regulation D for such sale and issuance; and
b. Prepare or cause to be prepared, executed and filed, with the California
Commissioner of Corporations, a Notice of Transaction pursuant to
Corporations Code Section 25102(f) and applicable to administrative
rules.OR
b. Prepare or cause to be prepared, verified and filed on behalf of this
corporation, a Notice of Issuance of securities not later than ten (10)
business days after receipt of consideration for the shares of stock,
pursuant to Subdivision (h) of Section 25102 of the California
Corporations Code, notifying the Commissioner of Corporations of the
State of California that it is issuing _____ shares of its capital stock to any
or all of the persons, in the amounts, and in consideration as set forth
above.
c. Doing all acts necessary to expedite these transactions or conform them,
or any of them, to the requirements of any applicable law, ruling, or
regulation.
16. FEDERAL TAX MATTERS
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
9/22
8
The Directors desire to authorize certain tax matters. Accordingly, we hereby
unanimously consent to and authorize the following resolutions:
FEDERAL TAX IDENTIFICATION NUMBER
RESOLVED, that the Chief Financial Officer (Treasurer) is hereby authorized and
directed to complete, execute, and file or to have completed, executed and filed the
"APPLICATION FOR EMPLOYER IDENTIFICATION NUMBER", Federal Form SSB4.
ADOPTION OF ACCOUNTING METHOD
RESOLVED FURTHER, that the Chief Financial Officer (Treasurer) is authorized and
directed to maintain the financial records of the Corporation on the basis of the accrual method
of accounting.
ADOPTION OF TAX ACCOUN TING PERIOD
RESOLVED FURTHER, that the Chief Financial Officer (Treasurer) is authorized and
directed to use as the taxable year of the Corporation the tax year ending__________.
QUALIFICATION AS SMALL BUSINESS CORPORATION
WHEREAS, the Corporation is a small business corporation, as defined in Section1244(c)(3) of the Internal Revenue Code of 1986, as amended and Section 18151 of theCalifornia Revenue and Taxation Code; and
WHEREAS, the Corporation intends to sell and issue shares of its common stock to thepersons, in the amounts and for the consideration hereinabove provided; and
WHEREAS, the consideration to be received by the Corporation for such sale andissuance will be only money or other property, other than stock or securities; and
WHEREAS, it is deemed desirable that the sale and issuance of shares of stock of thisCorporation be effectuated in such a manner that qualified Shareholders may receive the benefitsof Section 1244 of the Internal Revenue Code of 1986, as amended, and Section 18151 of theCalifornia Revenue and Taxation Code;
NOW, THEREFORE, BE IT RESOLVED, that the shares issued pursuant to theforegoing resolutions are intended to be "Section 1244 stock" as defined in Section 1244 of theInternal Revenue Code of 1986, as amended, and "Section 18151 stock" as defined in Section18151 of the California Revenue and Taxation Code.
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
10/22
9
S CORPORATION ELECTION
WHEREAS, the Corporation is a domestic corporation, not a member of an affiliatedgroup of corporations within the definition of Section 1504(a) of the Internal Revenue Code of1986, as amended (the "Code"), nor an otherwise ineligible corporation, as defined in Sections
1361(b)(2) and (c)(6) of the Code.
WHEREAS, this corporation does not have more than 100 shareholders, all of whom areeither (1) individuals, (2) decedent's estates, (3) bankrupt's estates, or (4) trusts as speciallycalculated and described in Section 1361 of the Code, and none of whom are non-resident aliensor foreign trusts; and
WHEREAS, when shares of the Corporation have been sold and issued pursuant to theforegoing resolutions, the Corporation will have only one class of capital stock which is issuedand outstanding; and
WHEREAS, it is deemed to be in the best interests of the Corporation and itsshareholders that the corporation make an election under Subchapter S of the Internal RevenueCode, and under California Revenue and Tax Code Section 23801 to be taxed hereafter as a SCorporation pursuant to the provisions thereof;
NOW, THEREFORE, BE IT RESOLVED, that any officer of the Corporation be, andhereby is, authorized, directed and empowered on behalf of the Corporation, and in its name, toexecute and file with the Internal Revenue Service and the Franchise Tax Board an appropriateelection on such form, instrument or document, and amendments thereto, as shall constitute anelection by this corporation to be taxed under Subchapter S of the Internal Revenue Code of1986, as amended, and California Revenue and Tax Code Section 23801 and to do or cause to bedone any and all other acts and things as such officer may, in his or her discretion, deemnecessary or appropriate to carry out the purposes of the foregoing resolution, including, withoutlimiting the generality thereof, securing the written consent to such election by each of theshareholders of this corporation.
17. MEDICAL EXPENSE REIMBURSEMENT PLAN
The Chairman stated that the best interests of the Corporation would be served byproviding a Plan for the benefit of eligible employees of the Corporation whereby suchemployees could be relieved of the worry and concern caused by the expenses of injury orillness; that the maintenance of the physical and mental well-being of the employees of theCorporation is in the best interest of the Corporation in that the efficiency of employee servicesto the corporation is thereby maintained at maximum level. After discussion, upon motion dulymade, seconded, and unanimously carried, the following resolutions were adopted:
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interestof the Corporation and its employees to establish a Medical Expense Payment andReimbursement Plan for the benefit of qualified employees of the corporation, pursuant toSection 105(b) of the Internal Revenue Code of 1986, as amended;
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
11/22
10
NOW, THEREFORE, BE IT RESOLVED, that the Medical Expense Payment andReimbursement Plan, hereinafter called the "Plan", attached as Exhibit E, under which qualifiedemployees of the Corporation shall be reimbursed for medical expenses incurred by them ortheir dependents, as hereinafter provided, shall be and hereby is adopted, effective__________.
18. OTHER NECESSARY ACTS
The Directors desire to authorize all other acts necessary to complete the organizationalprocess. Accordingly, we hereby unanimously consent to and adopt the following resolution:
RESOLVED, that each of the officers of the Corporation is authorized and directed tomake such filings and applications and to execute and deliver such documents and instrumentsand to do such acts and obtain such licenses, authorizations, and permits as are necessary ordesirable for Corporation to conduct it's business, to fulfill legal requirements applicable to theCorporation or its business, to complete the organization of the Corporation or its qualification to
do business wherever it does or desires to do business, and to take any other action necessary oradvisable to carry out the purposes of this resolution.
This Consent Certificate may be executed by all of the Directors of the Corporation inany number of counterparts, all of which when executed and delivered shall have the force andeffect of an original, and shall be effective as of the date the Articles were/was filed with theSecretary of State.
Directors:
By:_________________________________ __________
By:_________________________________ __________
By:_________________________________ __________
By:_________________________________ __________
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
12/22
11
ACCEPTANCES OF APPOINTMENTS
AS OFFICERS OF __________
AS OF __________
AS OFFICERS:
________________________________________________________, President
________________________________________________________, Vice President
________________________________________________________, Secretary
________________________________________________________, Chief Financial Officer/Treasurer
* * *
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
13/22
12
EXHIBIT REFERENCE
Exhibit "A" Articles ................................................................................................
Exhibit "A-1" Resolution on Action of Incorporators .............................................
Exhibit "B" Bylaws .................................................................................................
Exhibit "C" Form of Share Certificate ....................................................................
Exhibit "D" Form of Bank Resolution ...................................................................
Exhibit "E" Medical Expense Payment and Reimbursement Plan .........................
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
14/22
13
EXHIBIT A
ARTICLES
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
15/22
14
EXHIBIT A-1
RESOLUTION ON ACTION OF INCORPORATORS
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
16/22
15
EXHIBIT B
BYLAWS
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
17/22
16
EXHIBIT C
FORM OF SHARE CERTIFICATE
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
18/22
17
EXHIBIT D
FORM OF BANK RESOLUTION
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
19/22
18
EXHIBIT E
MEDICAL EXPENSE PAYMENT AND REIMBURSEMENT PLAN
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
20/22
19
MEDICAL EXPENSE PAYMENT AND REIMBURSEMENT PLAN
1. Employees Eligible for Benefits. Employees qualified to receive eligible benefits under
the Plan are hereby called "Eligible Employees." The term "Eligible Employee" shall
mean an employee who has completed three (3) years of employment with theCorporation prior to the commencement of the Plan year, has attained the age of twenty-
five (25) years prior to the commencement of the Plan year, has a customary work week
with the Corporation of thirty-five (35) hours or more, has customary annual employment
with the Corporation of nine months or more and is not included in a units of employees
covered by an agreement between employee representatives and one or more employers
that the Secretary of the Treasury finds to be a collective bargaining agreement, in which
accident and health benefits were the subject of good faith bargaining between the
employee representatives and the employers.
The term "Eligible Employee" shall not include an employee who is a nonresident alien
and who receives no earned income (within the meaning of Section 911(d)(2)) from the
employer which constitutes income from sources within the United States (within the
meaning of Section 861(a)(3).
Eligibility shall be determined as of the last day of the Plan year.
2. Medical Expenses Eligible for Reimbursement. Subject to the dollar limitation
hereinbelow provided, the medical expense payments or reimbursements for whichqualified employees shall be eligible shall be all medical and dental expenses incurred by
such employees or their dependents, hospital charges, nursing care, drugs and
prescriptions, medical-related transportation expense, health and accident insurance, as
well as other medical or dental care to the extent allowable under and as defined in
Section 213 of the Internal Revenue Code of 1986, as amended, in excess of such
payment or reimbursements as said employees may be entitled to receive form any group
health an accident insurance coverage provided employees of this Corporation by this
Corporation, or any other employer thereof, or any other health and accident or medical
insurance under which such employees may be covered under any medicare or other
federal or state health and accident benefit program. Dependents of an Eligible
Employee shall mean the spouse and children of such employee and those persons
described in Section 152 of the Internal Revenue Code of 1986, as amended, provided
such persons are a member of the employee=s household at the time any such medical or
dental expense is incurred.
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
21/22
20
3. Benefits Intended to be Tax Qualified. The benefits paid by this Corporation pursuant
to the Plan are intended as payments in accordance with Sections 105(b) and 106 of the
Internal Revenue Code of 1986, as amended, and Section 17131 of the California
Revenue and Taxation Code, and the President of this Corporation be, and hereby is,directed to inform all employees of the corporation, whether qualified employees or not,
of the herein Plan and of the provisions thereof and further, to inform subsequent
employees thereof upon their commencement of employment by the Corporation; and
4. Applications for Reimbursement. Each Eligible Employee who applies for
reimbursement or payment under the Plan shall submit to the Chief Financial Officer
(Treasurer) of this Corporation at least quarter annually, all medical and dental bills for
which reimbursement or payment is claimed, including premium notices for accident or
health insurance, and verification of the appropriateness thereof for payment orreimbursement under the plan; that failure to comply herewith may, at the discretion of
the Board of Directors of the Corporation, terminate the right to reimbursement or
payment for such employee; and
5. Limits on Annual Reimbursements. Notwithstanding anything contained herein to the
contrary, the corporation shall not pay directly nor reimburse to any Eligible Employee
as and for claimed medical or dental expenses hereunder, an aggregate amount greater
than $____ incurred by such employee in any (fiscal/calendar) year of the corporation.
No difference shall exist in the maximum amounts which can be reimbursed or paid tohighly compensated and non-highly compensated employees.
6. Termination of Plan. The herein Plan shall be subject to termination at any time
hereafter by affirmative vote of the Board of Directors by the Corporation; provided,
however that any such termination shall not affect any right to claim reimbursement for
medical or dental expenses under the provisions of the Plan under which arose prior to
such termination.
7. Administration and Interpretation of Plan. All questions arising in connection with the
administration and interpretation of the Plan shall be determined by the President of the
Corporation, except with respect to payments or reimbursements, hereunder to such
president, in which case such determination shall be made by the Board of Directors of
the corporation.
-
8/22/2019 Consent of Action by Directors in Lieu of Organizational Meetings
22/22
* * *