Notices, Resolutions, Simple Stock Ledger and Certificate
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- Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers
- Action by Written Consent of Shareholders
- Action by Written Consent of Shareholders (California corporation)
- Action by Written Consent of Stockholders (Delaware corporation
- General - Resolution Form - Corporate Resolutions
- Minutes of Meeting of the Directors regarding Bank Loan
- Board Resolution Approving S Corporation Election
- Corporate Resolution For Sale of Stock
- Affidavit of Mailing of Notice of Special Board of Directors Meeting
- Declaration of Mailing Notice of Shareholder Meeting (MS Word)
- Guide to Operation of a Newly Formed California Corporation (MS Word)
- Notice of Shareholders Meeting
- Special Meeting of the Board of Directors Minutes - Corporate Resolutions
- Notice of Annual Meeting of Shareholders
- Notice of Special Meeting or Annual Meeting of Directors
- Notice of Special Meeting or Annual Meeting of Directors
- Corporate Resolution for Sale of Stock
- Appointment of Director or Officer
- Waiver of Annual Meeting of Board of Directors - Corporate Resolutions
- Waiver of Notice and Consent to Holding Meeting of Shareholders (MS Word)
Preview
Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers The undersigned, who constitute all of the Directors and Shareholders of _______________________________________________ (Name of Corporation), do hereby each execute this Unanimous Consent to Action in accordance with [e.g., Del. Code ?? 141(f) and 211(b) (2009)] ___________________________________ and hereby waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned, and do hereby ratify, authorize, adopt, approve, and confirm the following resolutions adopted in the name of and on behalf of the Directors and Shareholders of __________________________________________ (Name of Corporation), without the necessity of a meeting and in lieu of a meeting of the said Shareholders and Directors: IT IS HEREBY RESOLVED that: (List by year each action that is to be ratified for each year. Examples would be:) Names of Directors elected for each year; ______________________________
Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers The undersigned, who constitute all of the Directors and Shareholders of _______________________________________________ (Name of Corporation), do hereby each execute this Unanimous Consent to Action in accordance with [e.g., Del. Code ?? 141(f) and 211(b) (2009)] ___________________________________ and hereby waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned, and do hereby ratify, authorize, adopt, approve, and confirm the following resolutions adopted in the name of and on behalf of the Directors and Shareholders of __________________________________________ (Name of Corporation), without the necessity of a meeting and in lieu of a meeting of the said Shareholders and Directors: IT IS HEREBY RESOLVED that: (List by year each action that is to be ratified for each year. Examples would be:) Names of Directors elected for each year; ______________________________
CONSENT, WAIVER AND RESOLUTION BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
____________________
IN LIEU OF THE [regular or special] MEETING THEREOF
These Consent Minutes describe certain joint organizational actions taken by the Shareholders and the Board of Directors of _____________________, a ____________ business corporation, without a meeting of action taken by all the Shareholders entitled to vote on the action, and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action, and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote.
etc.
CONSENT, WAIVER AND RESOLUTION BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
____________________
IN LIEU OF THE [regular or special] MEETING THEREOF
These Consent Minutes describe certain joint organizational actions taken by the Shareholders and the Board of Directors of _____________________, a ____________ business corporation, without a meeting of action taken by all the Shareholders entitled to vote on the action, and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action, and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote.
etc.
CONSENT, WAIVER AND RESOLUTION BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
____________________
IN LIEU OF THE [regular or special] MEETING THEREOF
These Consent Minutes describe certain joint organizational actions taken by the Shareholders and the Board of Directors of _____________________, a ____________ business corporation, without a meeting of action taken by all the Shareholders entitled to vote on the action, and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action, and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote.
etc.
RESOLUTION OF__________________________
RESOLVED BY THE [SHAREHOLDERS AND/OR DIRECTORS] of _____________, a __________ Corporation as follows:
[Substance of the Resolution or Action to be Approved/Authorized]
This resolution was adopted by the [Shareholders and/or Directors] of the Corporation at a [regular/special] meeting of the Corporation held on the ____ day of _________, 20__.
etc.
MINUTES OF MEETING OF THE DIRECTORS OF ABC, INC. Pursuant to written notice delivered to each of the Directors of ABC, Inc., a meeting of said Directors held at 5:00 P.M. on May 5, 2006, at the corporate offices of ABC, Inc. The following Directors, which constituted a quorum, were present at this meeting: ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ On motion duly made and seconded, the following resolutions were unanimously adopted by said Directors: WHEREAS; the Finance Committee of the Board of Directors has determined that it is in the best interests of the Corporation to refinance its present loan with _________________ Bank (""the Lender,""), which is secured by a deed of trust on the Corporation's factory in
RESOLUTION
OF
__________________________
WHEREAS, it is in the best interest of this corporation and its shareholders to elect to be treated as an S Corporation, pursuant to the Internal Revenue Code and under the ______________________ [state] tax code.
RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation ...
etc.
Corporate Resolution For Sale Of Stock I, _____________________________ in my official capacity, hereby certify: That I am an officer, namely, secretary of _______________ a corporation duly organized and existing under the laws of the State of ______________________ , that at a meeting of the Board of Directors of this corporation, duly and regularly convened and held on the _____________ day of ______________________ at which a quorum for the transaction of business was present and acting throughout, the following resolution was duly and regularly adopted, and is in full force and effect, and appear as follows in the minutes of the meeting: RESOLVED that the president, or any other officer of the corporation, to wit: either the president, vice-president or treasurer, be and they hereby are, authorized to transfer, convert, sell and assign any securities in the name of this corporation and it was further
AFFIDAVIT OF MAILING OF
NOTICE OF SPECIAL BOARD OF DIRECTORS MEETING
FOR _________________
State of ____________________
County of __________________
Being duly sworn, _______________________________, states: I am the Secretary of __________________________________ corporation organized under the laws of the State of ______________________________ .
DECLARATION OF MAILING NOTICE OF SHAREHOLDER MEETING
[NAME OF CORPORATION]
I am the duly elected, qualified, and acting [Secretary] [Assistant Secretary] of [Corporation's name].
On [Date of mailing], I caused to be mailed a Notice of [Annual] [Special] Meeting of Shareholders of [Corporation's name] to each shareholder entitled to vote at the meeting by depositing a true and correct copy of the notice (in the form attached hereto) in the United States mail at [City], [State], in a sealed envelope with postage prepaid, addressed to each shareholder at his/her last known address as listed in the records of this corporation or given to this corporation for the....
GUIDE TO OPERATION OF NEWLY FORMED
CALIFORNIA CORPORATIONS
The purpose of this memorandum is to discuss certain procedures and operations relevant to a newly formed California corporation. The summaries below are not a complete analysis of the areas discussed, rather they are provided to give a basic understanding of the legal requirements which a California corporation should follow. Because this discussion is general in nature, it should not be relied upon as complete information regarding any of the matters discussed, but rather, should be used as a general guide.
- Articles of Incorporation
A California corporation is considered to be in existence when its Articles of Incorporation have been filed with the Secretary of State’s Office. Generally the Articles are brief, because very few items must be covered in the Articles to make them effective; however, there are many matters that the corporation might choose to include.
The Articles must include the name of the corporation; a statement of business purpose; the name and address of the corporation’s initial agent for service of process; and a statement of the total number of shares of stock and a description of the different classes of stock (if there is more than one class).
Certain provisions are only effective if contained in the Articles, such as granting the corporation the power to levy assessments on shares; granting shareholders preemptive rights; creating special qualifications for shareholders; limiting the corporation’s duration; increasing the required number of votes for actions by shareholders and directors over the amount set forth by statute; restricting the powers of the corporation or the businesses in which it may participate; giving debtholders voting rights; limiting certain liabilities of directors and permitting certain indemnification of corporate agents; and granting shareholders the right to determine the consideration for which corporate stock shall be issued.
California law allows a corporation to amend the Articles in any way it desires, so long as the amendment is lawful at the time the corporation chooses to add it to the Articles. Before the corporation has issued its stock, the Articles may be amended by a writing signed by a majority of the incorporators, if directors have not been elected and have not been listed in the original Articles, or by a majority of the directors, if they have been elected or have been named in the original Articles. Once stock has been issued, the Articles generally may be amended or repealed by approval of the Board and a majority of the outstanding corporate stock entitled to vote. Once an amendment is adopted, the corporation must file a Certificate of Amendment with the Secretary of State to make the amendment effective.
- Bylaws
The Bylaws of the corporation set forth various corporate procedures and matters affecting the governance of the corporation. The Bylaws set forth in general terms the responsibilities of the directors and corporate officers, the number or range of directors, the manner (including required notice for) of calling meetings of the shareholders and directors, the maintenance of corporate records, the issuance of reports to shareholders, the voting and proxy procedures, the regulation of the transfer of corporate stock, and other general corporate matters.
Bylaws generally may be adopted, amended, or repealed by either the Board or by a vote of the shareholders; however, the Bylaws may limit the Board’s powers in this respect. Certain provisions in the Bylaws require the approval of a majority of the outstanding shares before they may be adopted or changed, such as a change in the number of directors.
- Following Corporate Formalities
Corporate status generally shields the shareholders of the corporation from individual liability for the acts of the corporation. Courts allow this corporate privilege to exist only as long as the corporation remains properly organized, adequately capitalized, and completely separate as a legal entity. If a court finds that the corporate privilege has been abused, the corporate entity may be disregarded for the purpose of remedying the specific abuse and the corporate shareholders may be liable for the corporation’s acts relating to that abuse.
The legal theory upon which shareholder liability is based is generally called the alter-ego doctrine. An individual attacking the corporate status to achieve shareholder liability will try to pierce the corporate veil, to prove that the corporation is merely an agent of the individuals behind it. An individual trying to pierce the corporate veil and assert the alter-ego doctrine must generally prove two things: first, that there is a unity of interest and ownership between the corporation and the shareholders, such that the corporation and the shareholders are no longer separate or individual; and second, that an injustice or fraud will occur, if the corporation’s actions are treated solely as the acts of the corporation.
A corporation can reduce the possibility that the individual shareholders will be subject to liability for the corporation’s actions by following the guidelines listed below:
- The corporation should ensure that it is adequately capitalized from its organization to enable it to carry on its business.
- The corporation should obtain insurance to cover all of its insurance needs. It is suggested that the corporation consider coverage including general liability insurance, fire and casualty insurance, life and disability insurance for key personnel, insurance to fund share repurchases in the event of death or disability of a shareholder, business interruption insurance, and workers’ compensation insurance.
Notice of Special Meeting of Shareholders OF ______________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of _________________________, a _______________ corporation is called for the ______ day of ____________, 20__, at __:00 p.m., to be held at the following address: __________________________ __________________________ __________________________ The Purpose of the meeting is to: _______________________________________________ This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors,
SPECIAL MEETING OF THE BOARD OF DIRECTORS of ________________________ _____________, ____________ --- ________________ City State Date Summary Agenda 1. Call to order and consideration of the agenda 2. Consideration of ____________________________________________ [general purpose of special meeting taken from Notice to Directors]. 3. Adjournment
LAUGHLIN RECREATIONAL ENTERPRISES, INC. 2525 West Charleston Boulevard Las Vegas, Nevada 89102 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 9, 1990 To the Shareholders of Laughlin Recreational Enterprises, Inc.: The Annual Meeting of Shareholders of Laughlin Recrea?tional Enterprises, Inc. (the ""Company"") will be held in the Harbor Room at the Riverside Resort and Casino, at Laughlin, Nevada on Monday, July 9, 1990, at 1:30 p.m. local time, for the following purposes: 1. To elect a Board of Directors for a term of one year, or until their successors, if any, are elected and have qualified.
Notice of Special Meeting of Directors OF ______________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Directors of _________________________, a _______________ corporation is called for the ______ day of ____________, 20__, at ___:00 p.m., to be held at the following address: __________________________ __________________________ __________________________ The Purpose of the meeting is to: _______________________________________________ This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation, by mailing a true and correct copy of this Notice to the address of each Director
Notice of Special Meeting of Directors
OF
______________________________
Pursuant to the By-Laws of the Corporation, a special meeting of the Directors of _________________________, a _______________ corporation is called for the ______ day of ____________, 20__, at ___:00 p.m., to be held at the following address:
__________________________
__________________________
__________________________
The Purpose of the meeting is to:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation, by mailing a true and correct copy of this Notice to the address of each Director ...
etc.
Corporate Resolution For Sale Of Stock I, _____________________________ in my official capacity, hereby certify: That I am an officer, namely, secretary of _______________ a corporation duly organized and existing under the laws of the State of ______________________ , that at a meeting of the Board of Directors of this corporation, duly and regularly convened and held on the _____________ day of ______________________ at which a quorum for the transaction of business was present and acting throughout, the following resolution was duly and regularly adopted, and is in full force and effect, and appear as follows in the minutes of the meeting:
RESOLUTION WHEREAS, the Corporation is in need of a _______________________________, and WHEREAS, _______________________________ has applied for said position and appears qualified to perform the duties required of said position, be it: RESOLVED, that the Corporation offer _______________________________ a contract of employment to serve in the capacity of _______________________________ at a salary not to exceed _______________________________, (_______________________________), per year, together with the customary benefits.
WAIVER OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS FOR _______________________________ Pursuant to the by-laws of this Corporation, we, the undersigned Directors for _____________________________, do hereby waive the Annual meeting of the Board of Directors of this Corporation.
[ANNUAL] [SPECIAL] MEETING OF SHAREHOLDERS OF
[NAME OF CORPORATION]
The undersigned shareholder(s) of [Corporation's Name], do hereby waive notice and consent to the holding of the [Annual] [Special] Meeting of Shareholders of such corporation on [Date] at [Time], at [Place], and agree that any business transacted at that meeting shall be as valid and legal and of the same force and effect as though said meeting were held after notice duly given.
The business conducted or to be conducted at that meeting includes...
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