Unanimous Consent in Lieu of a First Meeting of Directors

Unanimous Consent in Lieu of a First Meeting of Directors


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This is an example of an outline for action to be taken by the unanimous written consent of a company’s directors in place of action being taken during a meeting.

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In lieu of the first meeting of the Board of Director's of  ______________________                      

("Corporation"), all of the Directors of the Corporation unanimously consent in writing to the following resolutions:


The following are elected officers of the Corporation, to serve for the ensuing year and until their successors are elected and qualify:


            President         :           _____________

            Secretary         :           _____________

            Treasurer         :           _____________



The following documents are attached hereto.


  1. Copy of the Certificate of Incorporation.
  2. Copy of the bylaws of the Corporation as adopted by the Incorporators; and
  3. Minutes of the First Meeting of Incorporators.


RESOLVED, that all the acts taken and decisions reached at the first meeting of the Incorporators of the Corporation be, and they hereby are, ratified and adopted by this Board of Directors.


RESOLVED, that the form of seal submitted to this meeting be, and it hereby is approved and adopted as and for the corporate seal of this Corporation, and that a copy thereof be made on the margin of these minutes.


RESOLVED, that the specimen form of certificate which has been presented to this meeting be, and the same hereby is, approved and adopted as the certificate to represent the shares of this Corporation.


RESOLVED, that the Treasurer, or his designee, be the depositor(s) for corporate funds; and that they, or their designee, may withdraw funds or write checks on behalf of the Corporation.


RESOLVED that one million (1,000,000) shares of stock of the Corporation would be issued to the _____________ as soon as reasonably practicable.



___________________          ____________________                    _________________

Signed by each Director





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