Minutes of First Meeting of Board of Directors of [name of corporation]

The first meeting of the directors [elected by unanimous written consent of all the shareholders in an
action taken without a meeting or named in the articles of incorporation] of [name of corporation], a
[state] corporation, was held at [location], on [date and time].

1. Present and Absent Directors

Present at the meeting, and constituting a quorum of the full board were the following persons:

[names]

The following persons were absent:

[names]

2. Temporary Presiding Officer and Secretary

On motion and by unanimous vote [name] was elected temporary presiding officer, and [name] was
appointed temporary secretary of the meeting.

3. 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; and,
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.

4. Filing of Certificate of Incorporation

It was reported by the temporary presiding officer that the original [articles/certificate] of
incorporation was filed with the [Secretary of State or appropriate official] on [date], and that a copy
of the [articles/certificate] certified by the [Secretary of State or appropriate official] was filed in the
office of the [county clerk of [name] County], [state], on [date]. A certified copy of the
[articles/certificate] of incorporation showing the above filing was delivered to the temporary
secretary, with directions to insert it in the minute book of the corporation.

5. 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:

No bylaws have been adopted governing the conduct of the board of directors. The bylaws presented to
this meeting are suitable for the purpose and their adoption is in the best interest of the corporation.

For these reasons it is now 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.

6. Election of Officers
The temporary presiding officer announced that the bylaws provided for the election of a president,
secretary, treasurer, [titles of other officers]. 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
indicated after the names of each for the term provided in the regulations:
Name
Title of Offier
[name]
President
[name]
Secretary
[name]
Treasurer
Each elected officer was present at the meeting and assumed the duties of his or her position. The
president replaced the temporary presiding officer, and the secretary replaced the temporary secretary
of the meeting.

7. Bond for Treasurer

On motion made, seconded, and unanimously carried, it was resolved that the treasurer be required to
give a corporate surety bond in the sum of [number] Dollars before entering on the duties of [his/her]
office, and that the board of directors be authorized to approve the bond as to sufficiency and form.

8. 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:
Title of Offier
Salary
President
$[dollar amount]
Secretary
$[dollar amount]
Treasurer
$[dollar amount]

It is further resolved that the salaries of the respective officers be paid in equal installments on [pay
period].

9. Adoption of Seal
On motion duly made, seconded, and unanimously carried, it was resolved that the corporation adopt
as its seal the words, figures, and design impressed on this document consisting of [description] with
the words [name of corporation] and the words and figures “incorporated on [date], State of [name].”

[clear impression of seal]

10. 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.

11. Issuance of Shares

On motion duly made and seconded, the following resolution was unanimously adopted:
 This corporation is authorized, in its [articles/certificate] of incorporation, to issue an aggregate of
[number] shares of stock of the par value of $[dollar amount] per share.

For this reason it is now resolved that the 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 to the
following persons:

[names]

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.

12. Depository for and Withdrawal of 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, seconded, and declared carried, the following
resolution was adopted:
It is resolved that [bank] of [location], is selected as a depository for the funds of the corporation and
that accounts shall be governed by the rules, regulations, bylaws, and practices, present and future, of
the bank, including interest and service charges.
It is resolved that the [titles of officers], who have been duly and regularly elected or appointed, are
authorized and directed to withdraw those funds from the depository on the check of the corporation,
signed by the [titles of officers], and that the officers authorized to withdraw funds are authorized to
endorse and receive payment of bills and notes payable to the corporation, and the [name of bank] is
authorized to pay any such instruments so indorsed and presented to it for payment, including those
drawn to the individual order of any officer or any other person authorized to sign the instruments.
It is further resolved that the authority now conferred shall remain in full force until written notice of
its revocation by the board of directors of the corporation shall have been received by the depository,
and that the secretary is authorized and directed to deliver to the bank a certified copy of this resolution
and to certify to the bank the true and correct signatures of the officers named above.

13. Payment for Legal Services

The matter of payment for legal services in the formation and organization of the corporation and the
obtaining for it of a permit to issue and sell its shares of stock was next considered. The secretary read
to the meeting a letter from [name], advising that [he/she] had advanced [number] Dollars in franchise
tax, filing fees, and miscellaneous costs, and that the fee for [his/her] professional services is [number]
Dollars, but that [he/she] would accept in payment of [his/her] fee the dollar equivalent in shares of
the capital stock of the corporation. On motion made, seconded, and declared carried by the president,
the following was adopted:
It is resolved that this corporation accept the offer made to it by [name] and discharge its obligation to
[him/her] for legal services in the formation and organization of the corporation by issuing under a
permit for this purpose from the [Secretary of State or other proper official] the number of its shares
equal to [number] Dollars.
It is further resolved that the fair monetary value of those legal services to this corporation is [number]
Dollars.
It is further resolved that the officers of the corporation repay to [name] the [number] Dollars
advanced by [him/her] on behalf of the corporation in its formation, and any further costs advanced.

14. Promotional Shares

The matter of promotional shares to be issued to [name] in consideration for procurement of initial
financing for the corporation was next considered. On motion made, seconded, and unanimously
carried, it was resolved that as each share is sold and issued for cash or cash equivalent and that price
is received by the corporation, one promotional share shall be issued to [name] and that each
 application to the [Secretary of State or other appropriate official] for permit to issue shares contain
the provisions of this resolution.

15. Adjournment
There being no further business to come before the meeting, on motion duly made, seconded, and
unanimously carried, the meeting was declared adjourned.

[signature of secretary]