Board Minutes: Organizational Meeting
(CA Corporation)

Summary

This is a Minutes of Organizational Meeting of the Board of Directors/Incorporators template that covers the minutes of the organizational meeting of a California business corporation. This template includes practical guidance, drafting notes, and alternate and optional clauses. The initial directors of a California corporation may be named in the articles of incorporation. Cal. Corp. Code § 200(b). If initial directors have not been named in the articles, the incorporator(s), until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers. Cal. Corp. Code § 210. This template may be used as minutes of an organizational meeting of the board or incorporators, as applicable. For an incorporators' organizational meeting, substitute "incorporators" for every instance of "directors" and "board of directors" in the template and add the optional clause for election of directors. If the incorporators will leave the other organizational matters to the directors, then delete the clauses for such actions as appropriate. This template should be used when an actual meeting is held and action is not taken by written consent. If an actual meeting is not held, you may use the Unanimous Written Consent of the Board in Lieu of Organizational Meeting (CA Corporation) or Organizational Action by Sole Incorporator of a Corporation (CA). Agreements or documents of this type should be customized for each transaction or situation. Thus, this agreement or document should be viewed only as a partial template. See Formation and Qualification (CA Corporation). For a full listing of related California corporation content, including content relating to corporate formation, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (CA).