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Sample Organizational Meeting Minutes
Tax Exemptions and Charitable Registration
The Chairperson announced that the next order of business was the matter of obtaining
tax exemptions for the Corporation and of registering the Corporation as a charity in New York
Upon motion made, seconded and unanimously approved, it was:
Resolved, that the Corporation shall apply for recognition of tax-exempt status as a public
charity under Section 501(c)(3) of the Internal Revenue Code and under applicable provisions of
the laws of the State of New York where it conducts business;
Further resolved, that the Corporation shall register as a charity with the Charities Bureau
of the New York State Attorney General’s office;
Further resolved, that the appropriate officers of the Corporation are authorized to take
such actions and execute such documents as they deem necessary or appropriate to carry out this
resolution; and
Further resolved, that if the Corporation lacks sufficient funds in its treasury to pay the
user fees associated with the applications, that any director may advance the funds required to
pay the fees and thereafter be reimbursed, without the payment of any interest, at the earliest
time practicable for the Corporation to effect reimbursement.
Review of Corporate Governance Issues
The Chairperson stated that the next business to come before the meeting was the
discussion regarding corporate governance issues and the fiduciary duties of directors and
officers. Stephen Falla Riff discussed corporate governance issues and explained the fiduciary
duties of loyalty, care and obedience. Mr. Falla Riff also answered questions related to these
matters and agreed to provide further guidance, if necessary.
There being no further business before the Board, on motion duly made seconded and
unanimously approved, the meeting was adjourned at 7:05 p.m.
Respectfully submitted,
Dated: September __, 2007
Approved on October __, 2007
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