A GUIDE TO
CORPORATE MINUTES
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Do I Really Need to Keep Corporate Minutes?
ne of the key reasons to form a corporation is liability
protection, but the benefit of liability protection comes
with one very big string attached. The shield from
creditors disappears if the corporation fails to follow certain
corporate formalities. This isn’t a tough requirement. It simply
requires that the entrepreneur be mindful of the most basic
requirements of corporate law. In other words, if you comply
with basic requirements of corporate law, you get the benefit of
liability protection. If you don’t, you will find yourself
personally liable to the creditors of your business.
The good news is that the rules are well established. In fact, one
California Court (Associated Vendors, Inc. v. Oakland Meat Co.,
Inc.) listed out the various factors that would lead a court to
“pierce the corporate veil”, including “compliance with the
formalities” in the Corporations Code and “keeping … minutes”.
The Two Basic Requirements of Corporate Minutes
There are two basic requirements regarding corporate minutes:
1. Shareholders meetings; and
2. Directors meetings.
Requirement No. 1: Hold an Annual Shareholders Meeting
In California, Section 600(b) of the Corporations Code requires the shareholders of the
corporation to hold an annual meeting to elect corporate directors. This is the law, regardless of
the size of the corporation. Even a corporation where just one person is the sole shareholder,
officer, and director has to have a simple meeting to elect directors in order to comply with the
formalities of the Corporations Code.
JEFFREY A. UNGER
EMINUTES FOUNDER
O
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Shareholders don’t do much else. Unless there are certain fundamental changes in the structure
of the company (e.g., sale of the corporations’ assets other than in the ordinary course of
business, merger, reorganization, dissolution), there is nothing other than the election of the
directors that the annual minutes of the shareholders has to include.
Requirement No. 2: Hold Regular Directors Meetings
Corporate law gives the Board of Directors responsibility for the management and control of the
business, so minutes of the Board of Directors cover a lot more ground. That said, it’s the
officers of a corporation that run the day-to-day affairs of the company, and once responsibility
has been delegated to the officers, Board action is no longer necessary.
As a result, the Directors Minutes typically cover actions outside of the ordinary course of
business and fundamental changes. The following are some examples:
• Election of Officers
• Amendments to the Bylaws or the Articles
• Issuance of shares
• Borrowing and loans
• Establishing bank accounts
• Employee compensation, profit-sharing plans, etc.
• Declaring Dividends
California corporate law requires an annual meeting of the shareholders, but there is no
requirement for an annual directors meeting. As a practical matter, an annual directors meeting
is typically held immediately following the annual shareholders meeting. However, the
frequency of Directors meetings turns simply on how frequently matters arise for the particular
corporation that fall outside of the ordinary course of business.
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Consents In Lieu of a Meeting
It gets even easier to comply with these requirements, because corporate law recognizes the
inherent silliness of requiring a small company consisting of just a couple of shareholders to hold
formal meetings.
Unless prohibited by the Articles, the shareholders may elect the corporate directors without an
actual meeting. Instead, the shareholders sign unanimous written consents. See, California
Corporations Code. Sec. 603(d).
Directors may also take action by a written consent in lieu of a meeting. Although there is no
particular form required, the written consent must clearly expresses each director’s consent to the
action approved by the Board. Fax and email signatures on the consents are permitted under the
Corporations Code.
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Table of Contents
Corporate Minutes 6
California 6
Delaware 11
New York 16
Corporate Resolutions 21
Acceptance of Additional Capital Contribution 21
Acquisition of Automobile 21
Acquisition of Equipment 21
Acquisition of Property 22
Acquisition of Shares 22
Adoption of Phantom Stock Plan 23
Allocation of Reserves for Expansion and Replacement 24
Amended and Restated Bylaws 24
Amendment of Articles of Incorporation 24
Amendment to Bylaws; Appointment of Director 25
Amendment to Bylaws; Change to Annual Meeting Date 25
Appointment of Director to Fill Vacancy 25
Approval of Agreement 25
Approval of Borrowing 26
Approval of Loan 26
Approval of Operating Agreement 27
Authorization of Corporation to Act as [general partner]/ [Manager] 28
Authorization of Lease 28
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Authorization of Medical Expense Reimbursement Plan 28
Authorization of Officer Compensation 29
Substitution of Agent for Service of Process 30
Change of Year End 30
Authorization to Transact Business Under Fictitious Business Name 31
Declaration of Dividend 31
Election of Subchapter S Tax Election 31
Issuance of Shares (for cash) 32
Corporate Resolution: Issuance of Shares (Gift) 32
Lease of Automobile 33
Authorization of Officer Compensation 33
Appointment of Officers 34
Purpose of the Corporation 35
Qualification to do Business in <<State>> 35
Renewal of Employment Agreement 36
Repayment of Advances 36
Resignation of Director and Approval of Severance Agreement 37
Restated Articles of Incorporation 37
Revocation of Subchapter S Tax Election 38
Sale of Property 38
Corporate Minutes
CALIFORNIA
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CALIFORNIA/SHAREHOLDERS
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UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS OF
<<NAME OF CORPORATION>>
A CALIFORNIA CORPORATION IN LIEU OF
ANNUAL SHAREHOLDERS’ MEETING
The undersigned, being all of the Shareholders of <<name of corporation>>, a California
Corporation, do hereby, pursuant to Section 603 of the California General Corporation Law, and
the By-Laws of this corporation, vote for, consent to, and authorize the adoption of the following
resolutions, and any and all actions contemplated thereby, it being understood that the execution
of this Consent is in lieu of holding the Annual Shareholders’ Meeting as provided for in the By-
Laws of the corporation.
MINUTES OF MEETINGS
After review of all Shareholders’ Consents and Minutes of Shareholders’ Meetings for the past
year, it is:
RESOLVED: That the same are hereby approved.
RATIFICATION OF ELECTION OF DIRECTORS
Resolved: That the following persons be and they hereby are elected as Directors of the
corporation, to serve until their successors are elected:
<<NAME OF DIRECTOR 4>>
<<NAME OF DIRECTOR 5>>
<<NAME OF DIRECTOR 6>>
<<NAME OF DIRECTOR 1>>
<<NAME OF DIRECTOR 2>>
<<NAME OF DIRECTOR 3>>
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RATIFICATION OF DIRECTORS’ ACTIONS
After review of the conduct in office of the Directors for the year last past, including all actions
taken by the Directors, it is:
RESOLVED: That all minutes of the meetings and written consents of the Directors of this
corporation be and they are hereby in all respects approved; that the resolutions therein set forth
are hereby severally adopted, approved, ratified and confirmed and that all actions of any kind
taken by the officers of the corporation pursuant to any such resolution, action, decision or
written consent be and they hereby are adopted, approved, ratified and confirmed.
RESOLVED, FURTHER: That all actions of every kind taken by each Director and Officer of the
corporation, without limitation of any kind or nature whatsoever, incident to serving as either a
director or officer or both, of this corporation be and they hereby are approved, ratified and
confirmed.
The undersigned Shareholders agree that, pursuant to Section 603 of the California General
Corporation Law and the By-Laws of this corporation, the above actions by all the
Shareholders shall be as valid as if adopted at an annual or a Special Shareholders Meeting
duly called and noticed.
DATED:
<<NAME OF SHAREHOLDER 3>>
<<NAME OF SHAREHOLDER 4>>
<<NAME OF SHAREHOLDER 1>>
<<NAME OF SHAREHOLDER 2>>
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CALIFORNIA/DIRECTORS
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE DIRECTORS OF <<NAME OF CORPORATION>>
A CALIFORNIA CORPORATION IN LIEU OF REGULAR MEETING
The undersigned, being all of the Directors of <<name of corporation>>, a California
corporation, do hereby, pursuant to Section 307(b) of the California General Corporation Law,
and the By-Laws of this corporation, vote for, consent to, and authorize the adoption of the
following resolutions, and any and all actions contemplated thereby, it being understood that the
execution of this Consent is in lieu of holding the Regular Meeting of the Directors as provided
for in the By-Laws of this corporation.
MINUTES OF MEETINGS
After review of all corporate Consents and Minutes of Directors’ Meetings for the past year, it is:
RESOLVED: That all corporate Consents and Minutes for the past year are hereby approved.
ELECTION OF OFFICERS
RESOLVED: That the following persons be, and they hereby are, elected to the offices indicated
after their name, to hold office until a successor is elected:
<<Name of President>> PRESIDENT
<<Name of Secretary>> SECRETARY
<<Name of CFO>> CHIEF FINANCIAL OFFICER
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CALIFORNIA/DIRECTORS
RATIFICATION OF OFFICERS’ ACTIONS
After review of the actions of the officer of this corporation for the year last past, it is:
RESOLVED: That all actions of every kind taken by each officer of this corporation, without
limitation and of any kind or nature whatsoever, incident to their serving as an officer of this
corporation, be and are hereby approved, ratified and confirmed.
We further agree that pursuant to Section 307(b) of the California General Corporation Laws,
and the By-Laws of this corporation, the above actions or resolutions shall be as valid as if
adopted by the Directors at a regular or special meeting of the Board duly called and noticed.
DATED:
<<NAME OF DIRECTOR 1>>
<<NAME OF DIRECTOR 2>>
<<NAME OF DIRECTOR 3>>
<<NAME OF DIRECTOR 4>>
<<NAME OF DIRECTOR 5>>
<<NAME OF DIRECTOR 6>>
Corporate Minutes
DELAWARE
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DELAWARE/SHAREHOLDERS
UNANIMOUS WRITTEN CONSENT OF THE STOCKHOLDERS OF
<<NAME OF CORPORATION>> A DELAWARE CORPORATION
IN LIEU OF ANNUAL STOCKHOLDERS’ MEETING
The undersigned, being all of the Stockholders of <<NAME OF CORPORATION>>, a Delaware
Corporation, do hereby, pursuant to Section 228 (a) of the General Corporation Law of the State
of Delaware, and the By-Laws of this corporation, vote for, consent to, and authorize the
adoption of the following resolutions, and any and all actions contemplated thereby, it being
understood that the execution of this Consent is in lieu of holding the Annual Stockholders’
Meeting as provided for in the By-Laws of the corporation.
MINUTES OF MEETINGS
After review of all Stockholders’ Consents and Minutes of Stockholders’ Meetings for the past
year, it is:
RESOLVED: That the same are hereby approved.
RATIFICATION OF ELECTION OF DIRECTORS
RESOLVED: That the following persons be and they hereby are elected as Directors of the
corporation, to serve until their successors are elected:
<<NAME OF DIRECTOR 4>>
<<NAME OF DIRECTOR 5>>
<<NAME OF DIRECTOR 6>>
<<NAME OF DIRECTOR 1>>
<<NAME OF DIRECTOR 2>>
<<NAME OF DIRECTOR 3>>
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DELAWARE/SHAREHOLDERS
RATIFICATION OF DIRECTORS’ ACTIONS
After review of the conduct in office of the Directors for the year last past, including all actions
taken by the Directors, it is:
RESOLVED: That all minutes of the meetings and written consents of all of the Directors of
this corporation be and they are hereby in all respects approved; that the resolutions therein set
forth are hereby severally adopted, approved, ratified and confirmed and that all actions of any
kind taken by the officers of the corporation pursuant to any such resolution, action, decision or
written consent be and they hereby are adopted, approved, ratified and confirmed.
RESOLVED, FURTHER: That all actions of every kind taken by each Director and Officer of
the corporation, without limitation of any kind or nature whatsoever, incident to serving as either
a director or officer or both, of this corporation be and they hereby are approved, ratified and
confirmed.
The undersigned Stockholders agree that, pursuant to Section 228 (a) of the General Corporation
Law of the State of Delaware and the By-Laws of this corporation, the above actions by all of the
Stockholders shall be as valid as if adopted at an annual or a Special Stockholders Meeting duly
called and noticed.
DATED:
<<NAME OF SHAREHOLDER 1>>
<<NAME OF SHAREHOLDER 2>>
<<NAME OF SHAREHOLDER 3>>
<<NAME OF SHAREHOLDER 4>>
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DELAWARE/DIRECTORS
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE DIRECTORS OF
<<NAME OF CORPORATION>>
A DELAWARE CORPORATION IN LIEU OF REGULAR MEETING
The undersigned, being all of the Directors of <<NAME OF CORPORATION>>, a Delaware
Corporation, do hereby, pursuant to Section 141 (f) of the General Corporations Law of the State
of Delaware and the By-Laws of this corporation, vote for, consent to, and authorize the adoption
of the following resolutions, and any and all actions contemplated thereby, it being understood
that the execution of this Consent is in lieu of holding the Regular Meeting of the Directors as
provided for in the By-Laws of this corporation.
MINUTES OF MEETINGS
After review of all corporate Consents and Minutes of Directors’ Meetings for the past year, it is:
RESOLVED: That all corporate Consents and Minutes for the past year are hereby approved.
ELECTION OF OFFICERS
RESOLVED: That the following persons be, and they hereby are, elected to the offices
indicated after their name, to hold office until a successor is elected:
<<Name of President>> PRESIDENT
<<Name of Vice-President>> VICE PRESIDENT
<<Name of Secretary>> SECRETARY
<<Name of CFO>> CHIEF FINANCIAL OFFICER
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DELAWARE/DIRECTORS
RATIFICATION OF OFFICERS’ ACTIONS
After review of the actions of the officers of this corporation for the year last past, it is:
RESOLVED: That all actions of every kind taken by each officer of this corporation, without
limitation and of any kind or nature whatsoever, incident to their serving as an officer of this
corporation, be and are hereby approved, ratified and confirmed.
I further agree that pursuant to Section 141 (f) of the General Corporations Law of the State of
Delaware and the By-Laws of this corporation, the above actions or resolutions shall be as valid as
if adopted by the Directors at a regular or special meeting of the Board duly called and noticed.
DATED:
<<NAME OF DIRECTOR 1>>
<<NAME OF DIRECTOR 2>>
<<NAME OF DIRECTOR 3>>
<<NAME OF DIRECTOR 4>>
Corporate Minutes
NEW YORK
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NEW YORK/SHAREHOLDERS
UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS OF
<<NAME OF CORPORATION>> A NEW YORK CORPORATION
IN LIEU OF ANNUAL SHAREHOLDERS’ MEETING
The undersigned, being all of the Shareholders of <<NAME OF CORPORATION>>, a New York
Corporation, do hereby, pursuant to Section 615 (a) of the Business Corporation Law of the State
of New York and the By-Laws of this corporation, vote for, consent to, and authorize the
adoption of the following resolutions, and any and all actions contemplated thereby, it being
understood that the execution of this Consent is in lieu of holding the Annual Shareholders’
Meeting as provided for in the By-Laws of the corporation.
MINUTES OF MEETINGS
After review of all Shareholders’ Consents and Minutes of Shareholders’ Meetings for the past
year, it is:
RESOLVED: That the same are hereby approved.
RATIFICATION OF ELECTION OF DIRECTORS
RESOLVED: That the following persons be and they hereby are elected as Directors of the
corporation, to serve until their successors are elected:
<<NAME OF DIRECTOR 4>>
<<NAME OF DIRECTOR 5>>
<<NAME OF DIRECTOR 6>>
<<NAME OF DIRECTOR 1>>
<<NAME OF DIRECTOR 2>>
<<NAME OF DIRECTOR 3>>
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NEW YORK/SHAREHOLDERS
RATIFICATION OF DIRECTORS’ ACTIONS
After review of the conduct in office of the Directors for the year last past, including all actions
taken by the Directors, it is:
RESOLVED: That all minutes of the meetings and written consents of all of the Directors of
this corporation be and they are hereby in all respects approved; that the resolutions therein set
forth are hereby severally adopted, approved, ratified and confirmed and that all actions of any
kind taken by the officers of the corporation pursuant to any such resolution, action, decision or
written consent be and they hereby are adopted, approved, ratified and confirmed.
RESOLVED, FURTHER: That all actions of every kind taken by each Director and Officer of
the corporation, without limitation of any kind or nature whatsoever, incident to serving as either
a director or officer or both, of this corporation be and they hereby are approved, ratified and
confirmed.
The undersigned Shareholders agree that, pursuant to Section 615 (a) of the Business
Corporation Law of the State of New York and the By-Laws of this corporation, the above
actions by all of the Shareholders shall be as valid as if adopted at an annual or a Special
Shareholders Meeting duly called and noticed.
DATED:
<<NAME OF SHAREHOLDER 1>>
<<NAME OF SHAREHOLDER 2>>
<<NAME OF SHAREHOLDER 3>>
<<NAME OF SHAREHOLDER 4>>
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NEW YORK/DIRECTORS
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE DIRECTORS OF
<<NAME OF CORPORATION>> A NEW YORK CORPORATION
IN LIEU OF REGULAR MEETING
The undersigned, being all of the Directors of <<name of corporation>>, a New York
Corporation, do hereby, pursuant to Section 708 (a) of the Business Corporation Law of the State
of New York and the By-Laws of this corporation, vote for, consent to, and authorize the
adoption of the following resolutions, and any and all actions contemplated thereby, it being
understood that the execution of this Consent is in lieu of holding the Regular Meeting of the
Directors as provided for in the By-Laws of this corporation.
MINUTES OF MEETINGS
After review of all corporate Consents and Minutes of Directors’ Meetings for the past year, it is:
RESOLVED: That all corporate Consents and Minutes for the past year are hereby approved.
ELECTION OF OFFICERS
RESOLVED: That the following persons be, and they hereby are, elected to the offices
indicated after their names, to hold office until a successor is elected:
<<Name of President>> PRESIDENT
<<Name of Vice-President>> VICE PRESIDENT
<<Name of Secretary>> SECRETARY
<<Name of CFO>> CHIEF FINANCIAL OFFICER
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NEW YORK/DIRECTORS
RATIFICATION OF OFFICERS’ ACTIONS
After review of the actions of the officers of this corporation for the year last past, it is:
RESOLVED: That all actions of every kind taken by each officer of this corporation, without
limitation and of any kind or nature whatsoever, incident to their serving as an officer of this
corporation, be and are hereby approved, ratified and confirmed.
I further agree that pursuant to Section 708 (a) of the Business Corporation Law of the State of
New York and the By-Laws of this corporation, the above actions or resolutions shall be as valid
as if adopted by the Directors at a regular or special meeting of the Board duly called and
noticed.
DATED:
<<NAME OF DIRECTOR 1>>
<<NAME OF DIRECTOR 2>>
<<NAME OF DIRECTOR 3>>
<<NAME OF DIRECTOR 4>>
<<NAME OF DIRECTOR 5>>
<<NAME OF DIRECTOR 6>>
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Corporate Resolutions
Acceptance of Additional Capital Contribution
Whereas the Board of Directors deems it advisable and in the best interests of the corporation to
take steps to issue additional shares of its capital stock or otherwise accept additional
contributions of capital from its shareholders;
Therefore It Is Resolved that the corporation sell and issue shares and/or accept additional capital
contributions from its existing shareholders upon such terms and conditions as the President and/or
Chief Financial Officer of this corporation may, in their discretion, deem advisable.
Acquisition of Automobile
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to acquire a vehicle for corporate use;
Now, Therefore, Be It Resolved, that this corporation acquire that certain <<description of
automobile>> automobile with vehicle identification number <<vehicle identification number>>
for such price and upon such terms and conditions as the President and/or Chief Financial
Officer of this corporation may, in their discretion, deem advisable.
Resolved, Further, that the President and/or Chief Financial Officer 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 purchase of such vehicle.
Acquisition of Equipment
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to acquire equipment for corporate use;
Now, Therefore, Be It Resolved, that this corporation acquire professional equipment costing
<<$(Price)>> and office equipment costing <<$(Price)>>;
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Resolved, Further, that the President and/or Chief Financial Officer 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 purchase of such equipment.
Acquisition of Property
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to acquire that certain property located at <<street address>>, in the City of <<name of city>>,
County of <<name of county>>, State of California (the “Property”).
Now Therefore Be It Resolved, that this corporation acquire the Property for such price and
upon such terms and conditions as the President and/or Chief Financial Officer of this
corporation may, in their discretion, deem advisable.
Resolved Further that the President and/or Chief Financial Officer 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 purchase of the Property, including but not
limited to purchase agreements and escrow documents.
Acquisition of Shares
Whereas the Board of Directors deems it desirable and in the best interests of this corporation to
acquire all of the issued and outstanding shares of <<name of corporation>>, a California
corporation (“<<short form of corporation’s name>>”);
Whereas the Board of Directors deems it desirable and in the best interests of this corporation to
retain the services of an individual who resides in <<state or country where representative
resides>> to act on behalf of this corporation in connection with the acquisition of the <<short
form of corporation’s name>> shares; and
Whereas <<name of representative>>, an individual (“<<rep’s last name>>”) resides in
<<country of residence>> and is familiar with the affairs of the corporation and the contemplated
acquisition of the <<short form of corporation’s name>> shares;
Now, Therefore, Be It Resolved that this corporation hereby retains the services of <<rep’s last
name>> to assist the corporation with the acquisition of the <<short form of corporation’s
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name>>, and appoints <<rep’s last name>> as its agent and empowers<<rep’s last name>> with
such authority as is necessary to effectuate the acquisition of the <<short form of corporation’s
name>> shares.
Resolved Further that this corporation acquire the shares of <<short form of corporation’s
name>> for such price and upon such terms and conditions as the corporation deems advisable.
Resolved Further that the President, Chief Financial Officer and/or <<rep’s last name>> 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 purchase of the shares of
<<short form of corporation’s name>>.
Adoption of Phantom Stock Plan
Whereas, a proposed draft of this corporation’s Phantom Stock Plan (the “Plan”) attached hereto
as Exhibit “<<exhibit letter>>” has been distributed to each member of the Board of Directors of
this corporation and each of the Shareholders of this corporation; and the Plan provides for the
granting to key employees of this corporation of participation units in the gross sales price of this
corporation in the event of the sale of the assets of the corporation, among other things; and
Whereas, it has been proposed that <<number>> Participation Units (as defined in the Plan) be
reserved for <<employees’ names>>; and
Whereas, the Board of Directors and the Shareholders deem it to be in the best interests of this
corporation that the Board of Directors and Shareholders adopt, ratify, and approve the Plan and
take certain other actions necessary to ensure that this corporation continue to have the authority
to grant participation units to officers, key employees, and other persons as a means of attracting
and retaining such persons for the long-term success of this corporation.
Now, therefore, be it resolved, that the Plan, in the form submitted to the Shareholders and
Board of Directors and attached hereto as Exhibit <<exhibit letter>>, be, and the same hereby is,
approved and adopted, to be effective as of the date of adoption of this resolution; and
Resolved further, that the forms of Participation Unit Agreement distributed to each member of
the Board of Directors and each of the Shareholders and attached hereto as exhibits to the Plan
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hereby are approved, and that all Units granted under the Plan shall be evidenced by the
execution and delivery by this corporation and each participant of an agreement substantially in
the form of such Agreement, with such changes thereto as the Board of Directors shall approve,
such approval to be conclusively evidenced by the execution and delivery thereof; and
Resolved further, that the Plan shall be subject to such changes and amendments as may be
approved from time to time by the Board of Directors;
Allocation of Reserves for Expansion and Replacement
Whereas the Board of Directors has received financial reports for the corporation; and
Whereas the Board of Directors anticipates that cash required for the expansion of the business
of the corporation and the replacement of equipment currently in use by the corporation will be
approximately <<dollar amount (words)>> ($<<dollar amount (numbers)>>) within the next
<<number of years>> years.
Now, Therefore, Be It Resolved that this corporation shall segregate the sum of <<dollar
amount (words)>> ($<<dollar amount (numbers)>>) from the other assets of the corporation for
expected expansion and replacement needs.
Amended and Restated Bylaws
Resolved that the Bylaws of this corporation is hereby amended in its entirety and replaced with
the form attached hereto as Exhibit “<<exhibit letter>>”.
Amendment of Articles of Incorporation
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in
the best interests of the corporation to amend its Articles of Incorporation provide for the
elimination of liability of the directors of the corporation and the indemnification of its agents;
Now, Therefore, Be It Resolved that the Articles of Incorporation of the corporation be
amended as set forth in the form of Certificate of Amendment of Articles of Incorporation of the
corporation attached hereto as Exhibit “<<exhibit letter>>”;
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Amendment to Bylaws; Appointment of Director
Whereas, the Shareholders and Board of Directors of this corporation deem it desirable to
change the number of authorized directors of this corporation to <<number of directors
(words)>> (<<number of directors (numbers)>>).
Now, Therefore, Be It Resolved, that Article <<number>>, Section <<number>> of the Bylaws
of this corporation is hereby amended to change the number of authorized directors of this
corporation to<<number of directors (words)>> (<<number of directors (numbers)>>).
Resolved, Further, that <<name of director appointee>> is hereby appointed to fill the vacancy
on the Board of Directors created by the foregoing change in the number of authorized directors
effective immediately;
Amendment to Bylaws; Change to Annual Meeting Date
Whereas, the Board of Directors of this corporation deems it desirable to change the date of the
Annual Meeting of the Shareholders of this corporation to the First Monday in March.
Now, Therefore, Be It Resolved, that Article I, Section 2 of the Bylaws of this corporation is
hereby amended to change the Annual Meeting of the Shareholders of this corporation to the
First Monday in March.
Appointment of Director to Fill Vacancy
Whereas, there is currently one vacancy on this Board of Directors;
Now, Therefore, Be It Resolved, that effective <<date>>, <<Name of Director>> is hereby
appointed and elected a Director of this corporation to fill the existing vacancy to serve until her
successor shall be duly elected, unless she resigns, is removed, or is otherwise disqualified from
serving as a director of this corporation.
Approval of Agreement
Resolved, that the form of Agreement presented to the Board of Directors in the form of Exhibit
<<exhibit letter>> is hereby approved, and the officers of this corporation are, and each individually
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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 <<exhibit letter>>, with such changes thereto as the person executing the same shall approve,
such approval to be conclusively evidenced by the execution and delivery thereof; and
Resolved Further, that the officers of this corporation be, and each acting alone is, hereby
authorized, empowered and directed, for an on behalf of this corporation, to take or cause to be
taken any and all actions, including, without limitation, the execution, acknowledgement, filing,
amendment, and delivery of any and all papers, agreements, documents, instruments and
certificates, and the payment of such sums, as such officers may deem necessary or advisable to
carry out and perform the obligations of this corporation under such Agreement and consummate
the transactions contemplated therein.
Approval of Borrowing
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in
the best interests of the corporation to borrow the sum of <<dollar amount (words)>> ($<<dollar
amount (numbers)>>) (the “Loan”).
Now, Therefore, Be It Resolved that this corporation execute loan documents in favor of
<<name of bank>>, (the “Lender”) in connection with the Loan, as evidenced by those certain
loan documents, which, while not attached hereto are nonetheless incorporated herein by this
reference; and
Resolved Further that either the President or the Chief Financial Officer of this corporation,
acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this
corporation, any and all documents required in connection with the Loan, with such changes
thereto as the person executing such documents shall approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Approval of Loan
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the
best interests of the corporation to loan the sum of <<dollar amount (words)>> ($<<dollar amount
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(numbers)>> (the “Loan”) to <<name of borrower>> (the “Borrower”), which will be secured by the
real property located at <<address of real property used as security>> (the “Property”).
Now, Therefore, Be It Resolved that this corporation obtain from Borrower executed loan
documents in connection with the Loan in the form of that certain Promissory Note and Deed of
Trust with Assignment of Rents, which, while not attached hereto are nonetheless incorporated
herein by this reference; and
Resolved Further that either the President or the Chief Financial Officer of this corporation,
acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this
corporation, any and all documents required in connection with the Loan, with such changes
thereto as the person executing such documents shall approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Approval of Operating Agreement
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in the
best interests of the corporation to acquire the real property located at <<address>> (the “Property”);
Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests
of this corporation to form a California limited liability company called “<<name of LLC>>” to
acquire the Property;
Now, Therefore, Be It Resolved that this corporation execute that certain Operating Agreement
for <<name of LLC>>, which, while not attached hereto are nonetheless incorporated herein by
this reference; and
Resolved Further that the President of this corporation, acting alone, is hereby authorized,
directed and empowered to execute, for and on behalf of this corporation, any and all documents
required in connection with the formation of <<name of LLC>> or the acquisition of the
Property, including, but not limited to any financing thereof, with such changes thereto as the
person executing such documents shall approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
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Authorization of Corporation to Act as [general partner]/
[Manager]
Whereas the Board of Directors of the corporation have determined it to be in the best interests
of the corporation to act as a [General Partner of ___________, LP, a ___________ limited
partnership (the "Partnership")] [Manager of ___________, LLC, a ____________ limited
liability company (the "LLC"]);
Now, Therefore, Be It Resolved that this corporation execute that certain [Operating Agreement
for the LLC] [Agreement of Limited Partnership for the Partnership], which, while not attached
hereto are nonetheless incorporated herein by this reference; and
Resolved Further, that the officers of this corporation be, and each acting alone is, hereby
authorized, empowered and directed, for an on behalf of this corporation, to take or cause to be
taken any and all actions, including, without limitation, the execution, acknowledgement, filing,
amendment, and delivery of any and all papers, agreements, documents, instruments and
certificates, and the payment of such sums, as such officers may deem necessary or advisable to
carry out and perform the obligations of this corporation under such [Partnership] [LLC].
Authorization of Lease
Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests of
this corporation to lease that certain real property located at <<address of property>> (the
“Property”).
Now, Therefore, Be It Resolved, that each of the officers of this corporation is hereby authorized,
directed and empowered for and in the name of the corporation to execute and deliver to <<name of
lessor>> (“Landlord”) that certain <<name of lease>> dated <<date>>, for the Property, which is
attached hereto as Exhibit “<<exhibit letter>>” and incorporated herein by this reference.
Authorization of Medical Expense Reimbursement Plan
Whereas, a proposed draft of this corporation’s Medical Expense Reimbursement Plan (the
“Plan”) attached hereto as Exhibit A has been distributed to each member of the Board of
Directors of this corporation; and
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Whereas, the Plan provides for reimbursement of medical expenses for the officers and certain
employees of this corporation; and
Whereas, the Plan qualifies as an “accident and health plan” within the meaning of Section
105(e) of the Internal Revenue Code of 1986, as amended; and
Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests
of this corporation to adopt the Plan and take certain other actions necessary and related to the
adoption thereof.
Now, Therefore, Be It Resolved, that each of the officers of this corporation are hereby
authorized, directed and empowered for and in the name of this corporation to take or cause to be
taken any and all actions, including without limitation, the execution, acknowledgement, filing
and delivery of any and all papers, agreements, documents, instruments and certificates, as such
officers may deem necessary or advisable to carry out and perform the obligations of this
corporation under the Plan.
Authorization of Officer Compensation
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to compensate the officers of this corporation.
Now, Therefore, Be It Resolved, ratified, confirmed, and approved, that until further action by
this Board of Directors, the salaries of the officers are fixed in the following amounts, effective,
retroactively, for the period ending as of the date of this meeting, and payable in installments and
at times prescribed by the Board.
Name of Officer Office Salary Amount
<<officer’s name>> <<office>> $<<amount (numbers)>>
… continue if bonus paid ….
Resolved Further, that the bonuses of the officers are fixed in the following amounts, effective,
retroactively, for the period ending as of the date of this meeting, and payable as prescribed by
the Board.
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Name of Officer Office Bonus Amount
<<officer’s name>> <<office>> $<<amount (numbers)>>
… continue if retirement plan contribution made …. If More than one Plan, use this
resolution as many times as necessary
Resolved Further, that the contributions to the <<name/type of plan>> Plan established by
this corporation for the officers are fixed in the following amounts and payable as prescribed
by the Board.
Name of Officer Office Contribution Amount
<<officer’s name>> <<office>> $<<amount (numbers)>>
… continue in all cases ….
Resolved Further, that each of the officers of this corporation is hereby authorized, directed and
empowered for and in the name of this corporation to take or cause to be taken any and all
actions, including, without limitation, the execution, acknowledgement, filing and delivery of
any and all papers, agreements, documents, instruments and certificates, as such officer may
deem necessary or advisable to carry out and perform the obligations of this corporation with
respect to the compensation authorized by this Board.
Substitution of Agent for Service of Process
Resolved, that <<name>> is approved as this corporation’s agent for service of process in
California, substituting for this corporation’s current agent for service of process.
Resolved further, that the officers of this corporation shall make such filings with the Secretary of
State as shall be necessary to effect the substitution of this corporation’s agent for service of process.
Change of Year End
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to change the year end of the corporation;
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Now, Therefore, Be It Resolved, that each subsequent fiscal year of this corporation shall end
on <<month/day>>.
Resolved, Further, that the President and/or Chief Financial Officer 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 change in year end.
Authorization to Transact Business Under Fictitious
Business Name
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in
the best interests of the corporation to conduct business as “<<FBN>>” and “<<FBN#2>>”;
Now, Therefore, Be It Resolved that the corporation shall file a Fictitious Business Name
Statement in the office of the Clerk of <<County>> County, <<State>> and take such other
action as may be required by this corporation pursuant to Business and Professions Code Sec.
17900 et seq., to enable this corporation to conduct business as “<<FBN>>” and “<<FBN#2>>”;
Declaration of Dividend
Whereas, the Shareholders and the Board of Directors have received current financial reports of
the corporation;
Now, Therefore, Be It Resolved, that this corporation declares a dividend of <<amount of
dividend (words)>> ($<<amount of dividend (numbers)>>) per share of Common Stock to
holders of record as of <<date>>, payable on <<date payable>>, subject to compliance with
applicable provisions of the California Corporations Code. Notwithstanding the foregoing, this
corporation may at its option pay such dividend on <<alternate date>>, at the rate of <<dollar
amount (words)>> ($<<dollar amount (numbers)>>) per share to shareholders entitled thereto
pursuant to the provisions hereof.
Election of Subchapter S Tax Election
Whereas the Board next discussed the possible tax advantages to the shareholders of having the
corporation taxed under Subchapter S of the Internal Revenue Code and that to secure such
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advantage it would be necessary to file an Election by a Small Business Corporation (Form
2553) to be so taxed with the Internal Revenue Service.
Upon motion duly made, seconded, discussed and carried, the following resolution was adopted:
Resolved that the corporation elect to be taxed by the federal government under Section 1372 of
the Internal Revenue Code and that the Officers of this corporation, and each of them as is
necessary, are authorized and directed to execute and file with the Internal Revenue Service an
Election by a Small Business Corporation (Form 2553).
Issuance of Shares (for cash)
Whereas the Board of Directors deems it advisable and in the best interests of the corporation to
take steps to issue additional shares of its capital stock;
Therefore It Is Resolved that the corporation sell and issue <<number of shares (words)>>
(<<number of shares (numbers)>>) shares, to the person and for the consideration set forth
below; that the consideration for these shares shall be paid in full before their issuance and
delivery; and that the notice required by California Corporations Code Section 25102(f) shall be
executed and filed, or mailed for filing by, the California Commissioner of Corporations after the
consideration for the shares is received by the corporation.
To <<name of purchaser>>, an individual, <<number of shares (words)>> (<<number of shares
(numbers)>>) shares at <<total price (words)>> ($<<total price (numbers)>>) each for a cash
price of <<price of individual shares (words)>> ($<<price of individual shares (numbers)>>)
Resolved Further that the notice required that the notice required by California Corporations
Code Section 25102(f) shall be executed and filed, or mailed for filing by, the California
Commissioner of Corporations after the consideration for the shares is received by the corporation.
Corporate Resolution: Issuance of Shares (Gift)
Whereas, the undersigned deem it advisable and in the best interest of the corporation to issue
additional shares.
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Resolved that the corporation sell and issue <<number of shares (words)>> (<<number of shares
(numbers)>>) shares to <<recipient of shares>>;
Resolved that the corporation sell and issue <<number of shares (words)>> (<<number of shares
(numbers)>>) shares to <<recipient of shares>>;
Lease of Automobile
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to lease a vehicle for corporate use;
Now, Therefore, Be It Resolved, that this corporation lease that certain ___________
automobile for such price and upon such terms and conditions as the President and/or Chief
Financial Officer of this corporation may, in their discretion, deem advisable.
Resolved, Further, that the President and/or Chief Financial Officer 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 lease of such vehicle.
Authorization of Officer Compensation
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to compensate the officers of this corporation.
Now, Therefore, Be It Resolved, ratified, confirmed, and approved, that until further action by
this Board of Directors, the salaries of the officers are fixed in the following amounts, effective,
retroactively, for the period ending as of the date of this meeting, and payable in installments and
at times prescribed by the Board.
Name of Officer Office Salary Amount
<<officer’s name>> <<office>> $<<amount (numbers)>>
… continue if bonus paid ….
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Resolved Further, that the bonuses of the officers are fixed in the following amounts, effective,
retroactively, for the period ending as of the date of this meeting, and payable as prescribed by
the Board.
Name of Officer Office Bonus Amount
<<officer’s name>> <<office>> $<<amount (numbers)>>
… continue if retirement plan contribution made …. If More than one Plan, use this
resolution as many times as necessary
Resolved Further, that the contributions to the <<name/type of plan>> Plan established by this
corporation for the officers are fixed in the following amounts and payable as prescribed by the
Board.
Name of Officer Office Contribution Amount
<<officer’s name>> <<office>> $<<amount (numbers)>>
… continue in all cases ….
Resolved Further, that each of the officers of this corporation is hereby authorized, directed and
empowered for and in the name of this corporation to take or cause to be taken any and all
actions, including, without limitation, the execution, acknowledgement, filing and delivery of
any and all papers, agreements, documents, instruments and certificates, as such officer may
deem necessary or advisable to carry out and perform the obligations of this corporation with
respect to the compensation authorized by this Board.
Appointment of Officers
Whereas, the Shareholders and Board of Directors deem it to be in the best interest of this
corporation to remove and replace the officers of this corporation;
Now, Therefore, Be It Resolved, that the following persons are elected to the offices indicated
next to their names to serve until their successors shall be duly elected, unless he or she resigns,
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is removed from office or is otherwise disqualified from serving as an officer of this corporation,
to take their respective offices immediately upon such appointment.
President <<President’s Name>>
Vice President <<Vice president’s Name>>
Secretary <<Secretary’s Name>>
Chief Financial Officer <<CFO’s Name>>
Purpose of the Corporation
Whereas the Board of Directors deems it advisable and in the best interests of the corporation to
no longer act as a [property management company] and to instead limit its activities to acting
solely as a [general contractor];
Therefore It Is Resolved that the corporation shall limit its business activities to acting as a
general contractor and shall execute such further documents and obtain such licenses and permits
in connection therewith as the President and/or Chief Financial Officer of this corporation may,
in their discretion, deem advisable.
Qualification to do Business in <<State>>
After discussion and upon motion duly made and seconded, the following resolution was
adopted:
Whereas the Board of Directors deems it advisable and in the best interests of the corporation to
qualify the corporation to do business in <<State>>;
Therefore It Is Resolved that for the purpose of authorizing the Company to do business in any
jurisdiction in which it is necessary or expedient for the Company to transact business, the
officers of the Company be, and each of them hereby is, authorized to appoint and substitute all
necessary agents or attorneys for service of process, to designate and change the location of all
necessary statutory offices and under the corporate seal, if required, to make and file all
necessary certificates, reports, powers of attorney and other instruments as may be required by
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the laws of such jurisdiction to authorize the Company to transact business therein, and
whenever it is expedient for the Company to cease doing business therein and withdraw
therefrom, to revoke any appointment for agent or attorney for service of process and to file such
certificates, reports, revocations of appointment, or surrenders of authority as may be necessary
to terminate the authority of the Company to do business in any such jurisdiction.
Renewal of Employment Agreement
Whereas, the Director deems it to be in the best interests of this corporation to renew the
Employment Agreement between this corporation and Martin Short (“Employment
Agreement”);
Now, Therefore, Be It Resolved, that this corporation renew the Employment Agreement;
Resolved Further, that either the President or the Chief Financial Officer of this corporation,
acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this
corporation, any and all documents required in connection with the renewal of the Employment
Agreement, with such changes thereto as the person executing such documents shall approve,
such approval to be conclusively evidenced by the execution and delivery thereof.
Repayment of Advances
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in
the best interests of the corporation to repay certain advances made by Shareholders of this
corporation in the total amount of the sum of <<dollar amount (words)>> ($<<dollar amount
(numbers)>>) (collectively, the “Advances”).
Now, Therefore, Be It Resolved that this corporation repay the Advances to the following
Shareholders in the following amounts:
Shareholders
Amount
<<name>>
$<<amount>>
<<name>>
$<<amount>>
<<name>>
$<<amount>>
Total
$<<total>>
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Resolved Further that either the President or the Chief Financial Officer of this corporation,
acting alone, is hereby authorized, directed and empowered to execute, for and on behalf of this
corporation, any and all documents required in connection with repaying the Advances to the
Shareholders as described herein.
Resignation of Director and Approval of Severance
Agreement
Whereas, <<director>> has dutifully served this corporation since its formation; and
Whereas, the Board has received from <<director>>, his written resignation from the Board of
Directors;
Now, Therefore, be it Resolved, that <<director>>’s resignation is hereby accepted.
Resolved, Further, that the Shareholders and Board of Directors hereby approve a proposed
form of Severance Agreement between this corporation and <<director>>; and
Resolved, Further, that the President, Vice President or Chief Financial Officer of this
corporation are, and each acting alone is, hereby authorized to execute and deliver on behalf of
this corporation the Severance Agreement substantially in the form attached hereto as Exhibit
“<<exhibit letter>>”, with such changes thereto as the person executing the same shall approve,
such approval to be conclusively evidenced by the execution and delivery thereof.
Restated Articles of Incorporation
Whereas the Shareholders and Board of Directors of the corporation have determined it to be in
the best interests of the corporation to restate its Articles of Incorporation provide for the
elimination of liability of the directors of the corporation and the indemnification of its agents;
Now, Therefore, Be It Resolved that the Articles of Incorporation of the corporation be
amended as set forth in the form of Restated Articles of Incorporation of the corporation attached
hereto as Exhibit “<<exhibit number>>”;
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Revocation of Subchapter S Tax Election
The Board discussed the possible tax advantages and disadvantages to the shareholders of having
the corporation taxed under Subchapter S of the Internal Revenue Code.
Upon motion duly made, seconded, discussed and carried, the following resolution was adopted:
Resolved that the corporation elect to revoke its election to be taxed by the federal government
under Section 1372 of the Internal Revenue Code and that the Officers of this corporation, and
each of them as is necessary, are authorized and directed to execute and file with the Internal
Revenue Service such documents as are necessary to carry out the intent of this section.
Sale of Property
Whereas, the Board of Directors deems it desirable and in the best interests of this corporation
to sell that certain property located at <<street address>>, in the City of <<city name>>, County
of <<county name>>, State of California (the “Property”).
Now Therefore Be It Resolved, that this corporation sell the Property for the sum of <<sales
price (words)>> ($<<sales price (numbers)>>) with such adjustments thereto and upon such
terms and conditions as the President and/or Chief Financial Officer of this corporation may, in
their discretion, deem advisable.
Resolved Further that the President and/or Chief Financial Officer 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 purchase of the Property, including but not
limited to purchase agreements and escrow documents.
