Organizational Meeting

The initial meeting held wherein a corporation is formed is what is called an Organizational Meeting. The initial directors named in the Articles of Incorporation can hold the meeting, in the event that no directors are named in the articles, an incorporator can conduct the initial meeting. Among the tasks completed during the organizational meeting are the ratification of the Articles of Incorporation, the election of corporate officers and directors, the adoption of the corporate bylaws, and the issuance of the initial shares of stocks.
Other matters that can be discussed during the meeting are the option for S-Corporation status and the creation of benefit plans for the corporation’s employees. Usually, the following forms and documents are used as a script to determine the flow of the meeting, forms for the minutes, stock certificates, and tax forms.
For the initial organizational meeting conducted by the Board of Directors/Incorporators, the usual flow of the meeting are as follows:
  1. Signing of the Waiver of Notice of Organization Meeting
  2. Taking the rollcall
  3. Presentation and acceptance of the Articles of Incorporation (the copy provided for by the Secretary of State)
  4. Election of Directors
  5. Adoption of the corporate bylaws
  6. Election of corporate officers
  7. Presentation and acceptance of the corporate seal
  8. Presentation of the stocks of certificates
  9. Resolution of what bank to choose to open a corporate account
  10. Resolution of accepting stock offers
  11. Special resolutions
  12. Meeting adjourned
The issuance of stock certificates are usually done immediately after the meeting, or in some cases wherein a shareholder does not have any means of paying for the stocks, they are only presented to them after the stocks have been paid for.
Issued certificates of stocks usually contain the following information:
  • The name of the corporation
  • The state of incorporation
  • The number of shares that the certificates represent
  • Name of the person to whom the certificates are issued
Each certificate of stock should be properly numbered for proper tracking.
All issued certificates of stocks should be properly recorded on a stock transfer ledger and kept on file within the corporate office. In some states, taxes and fees may be charged when stocks have been issued, it would be advisable to consult an attorney or a tax professional to determine all fees and taxes that are due.