Incorporators' Organizational Meeting Minutes

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.