Organizational Resolutions for a Corporation

After the Articles of Incorporation have been filed and the Bylaws created, the first organizational meeting of your corporation will take place, at which time the Bylaws will be adopted and approved. Also at this meeting, the incorporation process will be completed by adopting the initial corporate resolutions. By the time of the first meeting of the Board of Directors, if necessary, an Action of Incorporator will have been signed, adopting the Bylaws and electing the Directors of your corporation.

The Board of Directors holds its first meeting to take certain actions to complete the organization of the corporation. These actions are taken in the form of resolutions, a list of which is stated below.

List of Potential Resolutions for First Meeting of the Board of Directors

  • Approval of Agent for Service of Process
  • Approval of Bylaws
  • Appointment of Directors
  • Election of Officers
  • Adoption of Corporate Seal
  • Adoption of Stock Certificate Form
  • Selection of Corporate Tax Year
  • Establish Principal Executive Office
  • Secure Federal and State Employer Identification Numbers
  • Select Time(s) for Board of Directors Meetings
  • Select Time for Annual Meeting of Shareholders
  • Authorize Treasurer to Open and Use Accounts
  • Authorize Corporate Account and Designate Authorized Signer
  • Payment of Expenses of Incorporation
  • Securities Law Compliance
  • Filing of Any State-Required Forms
  • Optional Qualification of Stock under IRC §1244
  • Optional Election of S Corporation Status
  • Authorize Issuance of Shares of Stock
  • Omnibus Resolutions

In corporate matters, meetings must be properly noticed, meaning that persons required to attend those meetings be given suitable notice that a meeting at which their attendance is required will be taking place. In the case of your corporation’s First Meeting of the Board of Directors, it’s assumed that Board members are aware of a meeting taking place, and that proper written notice won’t be provided. As a result, the first, or initial board meeting, is different from all others. It’s customary to use a Waiver of Notice and Consent to Holding Meeting of Board of Directors. The Directors should sign this waiver, which will be placed in the corporate records book.

It is also possible to conduct initial Board actions by unanimous written consent without an initial meeting. If that procedure is followed, then a document entitled Action by Unanimous Written Consent of Board of Directors in Lieu of Organizational Meeting will be signed by the Directors and placed in the corporate records book.

Whether the initial meeting of the Board of Directors is undertaken by unanimous written consent or by an actual meeting with Waiver of Notice, certain organizational actions must be taken by the Directors. These actions are taken in the form of resolutions adopted by Directors at the initial meeting, which relate to the formation of your corporation. Some of the items included in the organizational resolutions may also be included in your corporation’s Bylaws.

Future meetings of the Board of Directors will also require corporate resolutions, such as authorizing agreements, authorizing expenditures, appointing new officers, and other important acts. Sample form resolutions for these activities can be found in the Forms & Agreements section.