Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting
(NJ Corporation)

Summary

This Unanimous Written Consent of the Board in Lieu of Organizational Meeting (NJ Corporation) template may be used to evidence the actions by a board of directors regarding various organizational matters for a New Jersey corporation. This template includes practical guidance, drafting notes, and alternate and optional clauses. Shortly after a New Jersey corporation is formed, the initial directors named in the corporation's Certificate of Incorporation will hold an organizational meeting to authorize various matters relevant to the core functions of the corporation, such as adopting bylaws, electing officers, and authorizing the issuance of shares. N.J. Rev. Stat. § 14A:2-8. This template Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting assumes that the directors are acting by unanimous written consent rather than holding an actual meeting, which is permitted under New Jersey law. N.J. Rev. Stat. § 14A:6-7.1(5). This template contains resolutions covering a variety of matters that may be addressed in an organizational meeting, and can be modified as appropriate. See Formation and Qualification (NJ Corporation) for further discussion. See also Board Minutes: Organizational Meeting (NJ Corporation).