Board & Shareholder Kit

ACTION BY UNANIMOUS WRITTEN CONSENT
OF BOARD OF DIRECTORS OF
[ NAME OF CORPORATION]

WHEREAS, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Directors of this corporation pursuant to this Unanimous Written Consent:

NOW, THEREFORE, BE IT RESOLVED that, pursuant to applicable law, the undersigned, being all of the Directors of this corporation, hereby consent to, approve, and adopt the following:

[Insert Resolutions]

OMNIBUS RESOLUTIONS.

RESOLVED FURTHER, that the officers of this corporation be, and each individually is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as said officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

RESOLVED FURTHER, that any actions...

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS OF
[NAME OF CORPORATION]

             WHEREAS, pursuant to the applicable and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Shareholders of this corporation pursuant to this Written Consent:

             NOW, THEREFORE, BE IT RESOLVED that the undersigned Shareholders of this corporation hereby consent to, approve and adopt the following:

             [Insert Resolutions]

             RESOLVED FURTHER, 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 said officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
OF
[NAME OF CORPORATION]¹

WHEREAS, pursuant to the California Corporations Code and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Shareholders of this corporation pursuant to this Written Consent.

NOW, THEREFORE, BE IT RESOLVED that the undersigned Shareholders of this corporation hereby consent to approve and adopt the following:

RESOLVED, that the Bylaws, which were adopted and approved by the incorporator of this corporation and attached as an Exhibit to the Action of Incorporator are hereby ratified, approved and adopted as the Bylaws of this corporation.

[Insert additional Resolutions, such as approval of stock option plan, various agreements, or any other appropriate matters]

RESOLVED FURTHER, 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 said officers shall deem necessary or advisable, to carry out the purposes 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.

This written consent shall be...

ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
OF
[NAME OF CORPORATION]

WHEREAS, pursuant to the Delaware General Corporation Law and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the stockholders of this corporation pursuant to this Written Consent.

NOW, THEREFORE, BE IT RESOLVED that the undersigned stockholders of this corporation hereby consent to approve and adopt the following:

RESOLVED, that the Bylaws, which were adopted and approved by the incorporator of this corporation and attached as an Exhibit to the Action of Incorporation are hereby ratified, approved and adopted as the Bylaws of this corporation.

[Insert additional Resolutions, such as approval of stock option plan, various agreements,
or any other appropriate matters]

RESOLVED FURTHER, that the officers of this corporation....

BOARD RESOLUTION
APPROVING AGREEMENT

APPROVAL OF AGREEMENT.

RESOLVED, that the form of __________ Agreement [presented to the Board of Directors] [in the form of Exhibit A] is hereby approved, and the officers of this corporation are, and each individually is, authorized and instructed, for and in the name of this corporation, to execute and deliver such Agreement in substantially the form [that was presented to the Board of Directors] [as contained in Exhibit A], with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

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...

BOARD RESOLUTION
APPROVING BORROWING

APPROVAL OF BORROWING.

WHEREAS, this Board of Directors deems it desirable and in the best interests of this corporation to borrow [$ Amount] from ____________________ (the "Loan").

NOW, THEREFORE, BE IT RESOLVED, that this corporation borrow [$ Amount] from ____________________ ; that the annual interest rate of the Loan shall be [Rate %]; that the Loan shall mature ____________________; that the Loan shall be due and payable in full at the end of such period; and that the Loan shall be evidenced by a Loan Agreement (the "Loan Agreement") and promissory note substantially in the form attached hereto as Exhibit A (the "Note").

RESOLVED FURTHER, that the President or the Chief Financial Officer of this corporation are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the Loan, including but not limited to the Loan Agreement and the Note, substantially in the form attached hereto as Exhibit A, with such changes thereto as the person executing same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED, that...

BOARD RESOLUTION
APPROVING S CORPORATION ELECTION

S CORPORATION ELECTION.

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...

BOARD RESOLUTION APPROVING
SALE OF COMMON STOCK

SALE OF COMMON STOCK.

RESOLVED, that this corporation sell and issue its Common Stock to the persons and for the consideration set forth below; that the consideration for these shares shall be paid in full before their issuance and delivery and that such shares shall be deemed fully paid and nonassessable; that the Board has determined that the consideration reflected below reflects fair value for the shares; and that the entire consideration shall be credited to the appropriate accounts as determined by the accountant for or Chief Financial Officer of this corporation.

Name	Number of Shares	Consideration

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized and directed to issue to each shareholder of this corporation from time to time one or more share certificates of this corporation representing such shares of stock.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this corporation''s Common Stock shall be exempt from qualification under the California Corporate Securities Law of 1968, and any other applicable state securities laws, and each officer of this corporation acting alone is authorized and directed to take all steps necessary or desirable to comply with the applicable legal requirements, including causing any required notice to be prepared, executed, and timely filed with the appropriate regulatory agency.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this corporation''s Common Stock shall be exempt...

DECLARATION OF MAILING NOTICE
OF BOARD MEETING OF
[NAME OF CORPORATION]

I am the duly elected, qualified, and acting [Name of Office] of [Name of Corporation].

On [Date of Mailing], I caused to be mailed a Notice of Meeting of the Board of Directors of [Name of Corporation] to each of the members of the Board of Directors of this corporation, by depositing a...

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.

1. 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.

2. 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.

3. 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:

   1. The corporation should ensure that it is adequately capitalized from its organization to enable it to carry on its business.
   2. 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.

The shareholders of [Corporation's Name] held [the/a] [Annual] [Special] Meeting of Shareholders on [Date] at [Time], at [Place].

Shareholders present at the meeting, in person or by proxy, represented ____ shares of common stock of the corporation.

The President of this corporation served as Chairman and called the meeting to order, and announced that a quorum was present and that this meeting was held pursuant to a written notice of meeting given to all shareholders of this corporation. A copy of this notice was ordered inserted in the minute book immediately preceding the minutes of this meeting.

[If the meeting was held without notice the following paragraph should be inserted, substituting the above: The President of this corporation called the meeting to order, and announced that the meeting was held pursuant to written waiver of notice and consent to the holding of the meeting. The waiver and consent was presented to this meeting and, on a motion duly made, seconded and unanimously carried, was made a part of the records and ordered inserted in the minute book immediately preceding the records of this meeting.]

[The minutes of the previous meeting of shareholders were then read and approved.] [It was then moved, seconded, and unanimously resolved to dispense with the reading of the minutes of the previous meeting.]

The President then announced that the election of directors was in order. Directors were then nominated to serve until the next annual meeting of shareholders, and until their successors were duly elected and qualified. The following nominations were made and seconded:

[Names]

No further nominations were made, and the above....

MINUTES OF [REGULAR] [SPECIAL] MEETING OF THE
BOARD OF DIRECTORS OF

[NAME OF CORPORATION]

The Board of Directors of [Name of Corporation] held a [Regular] [Special] meeting on [Date], at [Time], at [Place].

The following directors were present and constituted a quorum of the Board: [Names].

The following directors were absent from the meeting: [None] [Names].

The following individuals also were present at the meeting: [Names and Titles].

[The chairman] [ ______________ acted as chairman and] called the meeting to order and announced that this meeting was held pursuant to a written notice of meeting which was given to all directors of this corporation. A Copy of this notice was ordered inserted in the corporation’s Minute Book immediately preceding the minutes of this meeting.

[If this meeting was held without notice, the following paragraph should be inserted, substitution the prior paragraph: The chairman called the meeting to order an announced that this meeting was held pursuant to written waiver of notice and consent to the holding of this meeting. The waiver and consent was presented to this meeting and, on a motion duly made, seconded, and [unanimously] carried, was made a part of the records and ordered inserted in the corporation’s Minute Book immediately preceding the records of this meeting.]

[The minutes of the last meeting of the last meeting of directors were then read and approved.] [The minutes of the last meeting, having been distributed to all directors, were approved as so distributed.]

[If applicable: The chairman stated that the election of officers was in order. The Board then proceeded....

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
[ NAME OF CORPORATION ]

NOTICE IS HEREBY GIVEN to all shareholders of [ Corporation's Name ] that:

The annual meeting of shareholders will be held on [ Date ] at [ Time ], at [ Place ], to consider and act upon the following matters:

[(a) Election of Directors of this corporation. The names of the nominee for Directors intended, at the time of this notice, to be presented by the Board for election at the meeting are: [ Names of nominees ].]

(b) [ Other matters ].

(c) To consider and act upon such other matters as may properly come before the meeting.

Pursuant to this corporation's Bylaws, the Board of Directors has fixed the close of business on [Date] as the record date for determination of shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.

[Every shareholder is invited to attend the meeting in person. Shareholders who do not expect to attend....

NOTICE OF MEETING OF BOARD OF DIRECTORS OF
[NAME OF CORPORATION]

 

Members of the Board of Directors:

The Board of Directors of [Name of Corporation] will hold [its regular] [a special] meeting on [Date] at [Time] at [Place].

[This meeting will be held for the purpose of....

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
[NAME OF CORPORATION]

NOTICE IS HEREBY GIVEN to all shareholders of [Corporation’s Name] that:

1. A special meeting of shareholders has been called by the [Title] of this corporation for the purpose of transacting the following business: [Description of business].

2. The meeting will be held on [Date] at [Time], at ...

SHAREHOLDER RESOLUTION APPROVING SALE OF STOCK

SALE OF COMMON STOCK.

RESOLVED, that this corporation sell and issue its Common Stock to the persons and for the consideration set forth below; that the consideration for these shares shall be paid in full before their issuance and delivery and that such shares shall be deemed fully paid and nonassessable; that the Board has determined that the consideration reflected below reflects fair value for the shares; and that the entire consideration shall be credited to the appropriate accounts as determined by the accountant for or Chief Financial Officer of this corporation.

Name	Number of Shares	Consideration

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized and directed to issue to each shareholder of this corporation from time to time one or more share certificates of this corporation representing such shares of stock.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this corporation''s Common Stock shall be exempt from qualification under applicable state securities laws, and each officer of this corporation acting alone is authorized and directed to take all steps necessary or desirable to comply with the applicable legal requirements, including causing any required notice to be prepared, executed, and timely filed with the appropriate regulatory agency.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this corporation''s Common Stock shall be exempt from the registration requirements of the federal Securities Act of 1933, as amended, pursuant to Section 4(2), Section 3(a)(11), or Regulation D of that Act, as may be applicable, and that each officer of this corporation is hereby authorized and directed to take all steps necessary or desirable to qualify under an applicable exemption, including the filing of any Form D with the Securities and Exchange Commission.

RESOLVED, that the officers of this corporation are, and each acting alone is...

SHAREHOLDERS RESOLUTION

APPOINTING DIRECTOR TO FILL VACANCY

APPOINTMENT OF DIRECTOR TO FILL VACANCY.

WHEREAS, there is currently one vacancy on this Board of Directors.

NOW, THEREFORE, BE IT RESOLVED, that effective __________, 20__, ____________________ is hereby appointed and elected a Director of this corporation to fill the existing vacancy to serve until [his] [her] successor shall be duly elected, unless [he] [she] resigns, is removed, or is otherwise disqualified from serving as a director of this corporation.

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...

WAIVER OF NOTICE AND CONSENT TO HOLDING MEETING
OF BOARD OF DIRECTORS OF

[ NAME OF CORPORATION]

We, the undersigned, constitution the entire Board of Directors of [ Name of Corporation], do hereby waive notice and consent to the holding of the [ regular] [ special] meeting of the Board of Directors on [ Date] at [ Time], at [ Place], and agree that any business transacted at said meeting shall be as valid and legal and of the...

 

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...