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Complete Home and Office Legal Guide (Chestnut) (1993).ISO
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1993-08-01
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MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS TO ADOPT STOCK
OWNERSHIP PLAN UNDER SECTION 1244 OF THE INTERNAL REVENUE CODE
A special meeting of the Board of Directors of the
Amalgamated International Corporation
as held by virtue of notice on _____________, 19__ at _____ am/pm,
at The Amalgamated Building, Chicago, Illinois 60606
A motion was made and seconded as follows:
The Board of Directors have determined that the Corporation shall
be organized and managed so that it is a "Small Business
Corporation" as defined in IRC Sec. 1244 (c)(1), as
amended, and so that the shares issued by the Corporation are
"Section 1244 Stock" as defined in IRC Sec. 1244 (c)(1), as
amended. Compliance with this section will enable shareholders
to treat the loss on the sale or exchange of their shares as an
"ordinary loss" on their personal income tax returns.
RESOLVED, that the proper officers of the Corporation are
authorized to sell and issue common shares in an
aggregate amount of money and other property (as a
contribution to capital and as paid in surplus), which
together with the aggregate amount of common shares
outstanding at the time of issuance, does not exceed
$l,000,000, and
RESOLVED, that the sale and issuance of shares shall be conducted
in compliance with IRC Sec. 1244, so that the Corporation and its
shareholders may obtain the benefits of IRC Sec. 1244, and it is
further
RESOLVED, that the proper officers of the Corporation are
directed to maintain such accounting records as are necessary so
that any shareholder that experiences a loss on the transfer of
common shares of the Corporation may determine whether they
qualify for "ordinary loss" deduction treatment on their personal
income tax returns.
There being no further business to come before the meeting, upon
motion duly made, seconded and unanimously voted, the meeting was
adjourned.
_________________________________
Secretary
________________________________
Attest: Chairman of the board