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CORPN07.LEX
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1991-08-12
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.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
.TX1 *** INTRODUCTION TO MINUTES OF 1ST STOCKHOLDER MEETING *****
MINUTES OF THE FIRST MEETING OF STOCKHOLDERS
OF
{>CORP_NAME_HDG}
Pursuant to written Call and Waiver of Notice, the first
meeting of the Stockholders of {CORP_NAME} was held at {FSMTG_ADDR}
on {FSMTG_DATE}.
{CHAIRMAN_NAME} was chosen Chairman of the meeting and
called the meeting to order. {SECRETARY_NAME} was appointed
Secretary of the meeting.
.TX2 *** STOCKHOLDERS PRESENT AT MEETING - 1 STOCKHOLDER ********
The following stockholders were present:
{SHLDR_NAME1}
.TX3 *** STOCKHOLDERS PRESENT AT MEETING - 2 STOCKHOLDERS *******
The following stockholders were present:
{SHLDR_NAME1}
{SHLDR_NAME2}
.TX4 *** STOCKHOLDERS PRESENT AT MEETING - 3 STOCKHOLDERS *******
The following stockholders were present:
{SHLDR_NAME1}
{SHLDR_NAME2}
{SHLDR_NAME3}
.TX5 *** STOCKHOLDERS PRESENT AT MEETING - 4 STOCKHOLDERS *******
The following stockholders were present:
{SHLDR_NAME1}
{SHLDR_NAME2}
{SHLDR_NAME3}
{SHLDR_NAME4}
.TX6 *** STOCKHOLDERS PRESENT AT MEETING - 5 STOCKHOLDERS *******
The following stockholders were present:
{SHLDR_NAME1}
{SHLDR_NAME2}
{SHLDR_NAME3}
{SHLDR_NAME4}
{SHLDR_NAME5}
.TX7 *** STOCKHOLDERS PRESENT AT MEETING - ADDITIONAL STOCKHLDR *
{!SHLDR_NAME}
.TX8 *** WAIVER OF NOTICE, CHARTER, BYLAWS, STOCKHOLDER MEETING *
The Secretary then presented the Call and Waiver of Notice
pursuant to which the meeting was held, duly signed by all of the
Incorporators and Stockholders of the Company; said Call and
Waiver was ordered spread upon the minutes and a copy of same is
attached hereto and made a part hereof.
The Chairman then presented the charter of the company and
stated that the charter was received from the Secretary of State
of the State of {INC_STATE}, on {CHARTER_RCVD_DATE}. Upon motion
duly made and carried, the charter was ordered received and the
Secretary was instructed to file said charter with the company
records.
The Chairman then presented a form of By-Laws prepared by
{ATTORNEY_NAME}, Attorney for the Company, which was read article
by article and, as a whole, unanimously adopted as the By-Laws
of the company and ordered entered in the minute book immediately
following the Certificate of Incorporation.
The Chairman then conducted the election of Directors of the
Company. The Directors were so elected to serve for the remainder
of the corporate year and until the election of their successors.
.TX9 *** DIRECTORS ELECTED AT STOCKHOLDER MEETING - ONE *********
The votes of those present were duly cast by ballot, resulting
in the election {?UNANIMOUSLY}of the following directors:
{DIR_NAME1}
.TX10 *** DIRECTORS ELECTED AT STOCKHOLDER MEETING - THREE ******
The votes of those present were duly cast by ballot, resulting
in the election {?UNANIMOUSLY}of the following directors:
{DIR_NAME1}
{DIR_NAME2}
{DIR_NAME3}
.TX11 *** DIRECTORS ELECTED AT STOCKHOLDER MEETING - FIVE *******
The votes of those present were duly cast by ballot, resulting
in the election {?UNANIMOUSLY}of the following directors:
{DIR_NAME1}
{DIR_NAME2}
{DIR_NAME3}
{DIR_NAME4}
{DIR_NAME5}
.TX12 *** DIRECTORS ELECTED AT STOCKHOLDER MEETING - SEVEN ******
The votes of those present were duly cast by ballot, resulting
in the election {?UNANIMOUSLY}of the following directors:
{DIR_NAME1}
{DIR_NAME2}
{DIR_NAME3}
{DIR_NAME4}
{DIR_NAME5}
{DIR_NAME6}
{DIR_NAME7}
.TX13 *** FORM OF STOCK CERTIFICATE - STOCKHOLDERS MEETING ******
The Secretary presented a form of stock certificate for
approval which was, by motion, adopted as the form for the stock
certificate of the Corporation as prepared by its Directors and
the Secretary was instructed to spread the said form upon the
pages of the minute book immediately following the record of this
meeting.
.TX14 *** CORPORATE HEALTH & ACCIDENT PLAN - STOCKHOLDER MTG ****
The Chairman then presented to the Stockholders the question
of establishing a corporate officer accident and sickness plan
which would provide the corporate officers with wage continuation
benefits during periods of absence from work due to personal
injuries or sickness and which would further reimburse the
officers for expenses incurred for the complete medical or dental
care of the officer, his spouse and dependents. After a full and
thorough discussion, it was the consensus of the Stockholders
that such a plan would be in the best interests of the
Corporation and, therefore, it was desirable to make such an
accident and sickness plan available to the corporate officers in
their capacity as employees for the reason of the valuable
services performed by said officers in their employment
relationship with the corporation. The following resolution was
then moved, seconded and passed unanimously:
.FT -----L----!----!----!----!----!----!----!----!----!----!---R
RESOLVED, that the Board of Directors and the Secretary-
Treasurer of the Corporation are authorized in their
discretion to take such steps as may be necessary to
establish an insured accident and sickness plan, as
authorized under the provisions of Section 105 (b), (c)
and (d) and Section 105 of the Internal Revenue Code of
1954, for the benefit of the officers of the Corporation,
and that in order to put the plan into effect, the
directors and officers be and hereby are authorized to
pay the insurance premiums due on any disability income,
hospitalization or medical expense policy or policies
issued by various insurance companies to a covered
officer to provide the benefits of such plan.
.END *************** END OF CORPN07 TEXT ************************