Directors' Organizational Meeting Minutes

While there are uniform rules, the general topics discussed at a Directors' Organizational Meetings are:

• The approval of the corporate seal

• The appointment of a banking or financial institution

• The adoption of corporate bylaws

• The election of corporate officers

• The adoption of share certificates

• Other resolutions

The Incorporators' Organizational Meeting is required only if the directors of the corporation are not named in the article of incorporation. This meeting’s sole function is usually to elect the board of directors. All other organizational issues would fall on the board of directors thus elected.
The Directors' Organization Meeting is held only once and only if the organization of the corporation is incomplete. The board of directors will then have the initial task of electing the corporate officers. The Directors' Organization Meeting is preceded either by the article of incorporation or the Incorporators' Organizational Meeting.
Shareholders' Organizational Meetings are held to ratify the actions and decisions of the directors and the incorporators. As the owners of the company, they can waive or appoint auditors or directors.

The written document as authorized by the management or shareholders of a corporation. Resolutions are actions decided upon in board meetings. However, they can also be agreed upon via directors' consent to the action or written permission.

Written resolutions are issued when a director can't attend the board meeting. It can only become a resolution with the unanimous support of all the directors. If there is a conflict of interest, some directors may have to sit out the vote. If the company has only one director, it is common practice to use written resolutions when making a decision. The written records of every resolution need to be kept for at least 10 years.

Any director can call a directors' meeting, but he or she is obliged to notify all other directors. The notice for the conference can be written but it can also be made via a phone call or email. The notice should contain when and where the meeting will be held and the agenda. The length of the notice should be reasonable. Not every director needs to be present at the meeting. If said director wasn't given notice, he or she can demand an urgent board meeting.

At least four board meetings need to take place in a calendar year. A board meeting is considered valid if at least 1/3rd of the directors are present. The directors are thus not required to attend every board meeting, but if those who are absent for 12 months or longer may have to vacate their office.