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Sample Organizational Meeting Minutes
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review in advance of the meeting. The Board then discussed the provisions of the proposed
bylaws and the attorney for the Corporation answered questions concerning these provisions.
Upon motion duly made by David Wood, seconded by Helen Friedman, and unanimously
approved, it was resolved that the bylaws attached as Exhibit B were adopted as the bylaws of
the Corporation, effective immediately; and further resolved that the bylaws be placed in the
minute book, and that a current true copy of the bylaws, certified by the Secretary, be kept at the
principal office of the corporation for inspection by the board members at all reasonable times
during business hours.
Adoption of Conflict of Interest, Whistleblower and Document Retention Policies
The temporary chairperson stated that the next business to come before the meeting was
the adoption of a Conflict of Interest Policy, a Whistleblower Policy, and a Document Retention
Policy, which had been prepared by the Corporation’s attorney and circulated by e-mail to the
Board for review in advance of the organizational meeting. The Board then reviewed these
policies, and the attorney for the Board answered questions related to them.
Upon motion duly made by George Locker, seconded by Helen Friedman, and
unanimously approved, it was resolved that the Conflict of Interest Policy attached as Exhibit C,
the Whistle Blower Policy attached as Exhibit D, and the Document Retention Policy attached as
Exhibit E, were accepted and adopted by the Board; and further resolved that these policies be
placed in the minute book, and that current true copies of these policies, certified by the
Secretary, be kept at the principal office of the corporation for inspection by board members at
all reasonable times during business hours.
Election of Directors and Officers
The temporary chairperson announced that the bylaws provide for the election of five
directors. The following slate of directors was then nominated: George Locker, Maria Tejada,
Helen Friedman, David Wood and Carlos Quiroga. There being no further nominations, by
motion made, seconded and unanimously approved, the slate of nominees was elected to hold
office.
The temporary chairperson next announced that the bylaws provided for the election of a
President, Vice President, Secretary and Treasurer to serve as the officers of the Corporation.
Thereupon the following persons were nominated by the Board to serve as officers of the
Corporation:
President George Locker
Vice President Helen Friedman
Secretary Maria Tejeda
Treasurer David Wood
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