As an incorporator of a company, you'll be using an Incorporators' Organizational Meeting form for the first meeting with other incorporators.
This document follows the article of incorporation and can also be used to appoint the board of directors. If the directors are already assigned, they can call an Incorporators' Organizational Meeting.
Incorporators' Organizational Meeting is the initial meeting attended by the incorporators of a company. This document serves to appoint the board of directors and needs to be approved by the shareholders.
Depending on the context and lingo, an Incorporators' Organizational Meeting may also be known as:
Corporate Minutes
Incorporators' Meeting Record
Minutes of Incorporation's Organization Meeting
Incorporators' Meeting Minutes
Incorporators' Meeting Record
Documents for the Incorporators' Organizational Meeting are needed by the founders of a corporation to use in their first meeting. Alternatively, if the board of directors is named in the article of incorporation, the board can call the Incorporators' Organizational Meeting.
The meeting, which requires recording, must follow federal and the corporation's state laws.
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Corporation details: The corporation's name, usually followed by "Incorporated" or "Corporation" or an abbreviation of either.
Incorporator details: Full names of every incorporator. No other personal information, like social security number or address, is needed.
Meetings details: The address where the meeting took place, followed by the date and time. The chairman and the secretary of the meeting must also be named.
Incorporator resolutions: The checklist of incorporation resolutions to be included in the document, including approval of the corporate seal, passing the initial bylaws, appointing a banking institution, and obtaining and updating a minute book. Other resolutions like approving a new registered office location may require additional information.
Signature: The Incorporators' Organizational Meeting is valid once signed by all the incorporators listed in the document.
Incorporator: A person who files the article of incorporation and organizes the corporation. An incorporator's role is time-limited, as after the organization matters are settled, the duties transfer to the board of directors. A corporation can have more than one incorporator.
Corporate resolution: Decisions as approved by the shareholders, management of the corporation, or, initially, the incorporators. Resolutions are usually decided in board meetings, but they can also be agreed without one. In that case, they obtain it with the board's written consent.
The minute book: A compilation of corporate documents possibly, including the corporate bylaws, the security registers, the certificate of incorporation, among others. The minute book is the responsibility of the corporation's principal office.
Initial bylaws: Bylaws created by the incorporators in the Incorporators' Organizational Meeting. They need to be validated by the shareholders.
The Incorporators' Organizational Meeting document needs to be signed by all the incorporators. However, it becomes valid only after shareholder approval. Alternatively, the document can be signed by the board of directors if they were appointed in the article of incorporation. The form doesn't need to be notarized.
After filling the Incorporators' Organizational Meeting document, it needs to be signed by the incorporator(s) or the initial board of directors. After it's validation by the shareholders, it's kept in the Minute Book at the principal office.
They are 3 types for Corporations: the Incorporators’, the Directors’, and the Shareholders’ Organizational Meetings. The Incorporators' Organizational Meeting is required if the initial board of directors is not named in the Articles of Incorporation. The meeting is held only once and involves the incorporators of the company. Its only function is to elect the board of directors, which will take over the duties of the incorporators. Moving on, the Directors' Organizational Meeting is held once the initial board of directors is named (either in the Article of Incorporation or the Incorporators' Organizational Meeting). This meeting is only required if the organization of the corporation is not complete. In contrast, shareholders call the Shareholders’ Organizational Meetings, but only after the Incorporators' and the Directors’ Organizational Meetings. The goal of this meeting is to review and approve the decisions made by the incorporators and the directors.
Organization meetings are held to establish the structure of the company. They are used to appoint corporate officers and directors, approve the corporate seal, process share subscriptions, select a banking institution, among others. After the initial meeting, shareholders' meetings are held at least once per year.
The Incorporators' Organization Meeting is only required if the directors aren't named in the article of incorporation. In that case, the incorporators of the company will organize the meeting and elect the first board of directors. While they can also assign other corporate officers, that is usually reserved for the directors' organizational meeting.
The Incorporators' Organizational Meeting is an internal company document, and it doesn't need to be notarized. Once they are signed by the incorporators and verified by shareholders, they are archived in the minute book and used for the subsequent meetings.
The Incorporators' Organizational Meeting can't be called before the article of incorporation is published.
The notice of the meeting must be sent to every participant.
The documents need to be signed by each incorporator.
The Incorporators' Organization Meeting document becomes valid after being verified by the shareholders.
The Incorporators' Organizational Meeting may name a single director or a board of directors. In the case of the latter, one of them will serve as the chairman of the board. The chairman serves as the leader of the board in connecting them to the management of the company and the shareholders.
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