Directors' Organizational Meeting Minutes

At the early stage of corporation formation, the board of directors needs the directors' Organization Meeting document for their first meeting.

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After establishing a corporation, the initial board of directors needs to get together for an organizational meeting regarding the employees and goals.

To ensure everything is taken care of during this process, it's best to get yourself a Directors' Organization Meeting form.

What Is a Directors' Organizational Meeting?

The Directors' Organizational Meeting document is used to appoint corporate officers and make initial decisions about the company's management according to the wishes of the shareholders.

This meeting occurs after a company is officially incorporated through the article of incorporation. The Incorporators' Organizational Meeting may precede it if the directors are still undesignated.

Other Names for Directors' Organizational Meeting

Depending on the context and preferred lingo, a Directors' Organizational Meeting may also be known as:

  • Initial Directors' Meeting

  • Board of Directors' Organizational Meeting

  • Initial Directors' Meeting

  • Corporate Organizational Meeting

  • First Organization Meeting

Who Needs a Directors' Organizational Meeting?

A Directors' Organizational Meeting form is something a board of directors needs for their first meeting. Under the US corporate law, an article of incorporation establishes a corporation, after which the Directors' Organizational Meeting takes place. This meeting is mainly used to appoint corporate officers, approve share certificates, and, if necessary, make decisions about any other resolutions. It may also act upon the initiatives set by the shareholders.

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What Information Will I Need to Create My Directors' Organizational Meeting?

To create your document, please provide:

  • Name of the corporation: The title needs to contain "Incorporated," "Corporation," or an abbreviation. The name must not be the same or similar to another corporation in the state.

  • Director details: Full legal names of all the board of directors members. No other personal information is needed.

  • Meeting details: Date, time, and address of where the meeting is to be held. The full names of the chairman of the meeting and the secretary are to be noted.

  • Director resolutions: These may include approving a new registered office location, the corporate seal, corporate officers, and share certificates. Approving a site or a banking institution would require filling the address fields.

  • Signature: The directors present at the meeting would have to sign the document.

Directors' Organizational Meeting Terms

  • The Minute Book: It contains the corporate bylaws, the article of incorporation, the register of directors, and any other documents approved by the shareholders or directors.

  • Corporate Seal: The allocated corporate seal slot is used to verify the authenticity of the document. The seal itself needs to be unique.

  • Chairman of the board: The board of directors elected their leader, the chairman, responsible for direct communication with the shareholders and management.

  • Director: A company official who manages the company as a whole. The board of directors can be elected in the incorporation, the Incorporators' Organizational Meeting, or by the shareholders at the annual corporate meeting.

  • Shareholder: An entity or individual owning one or more shares in a company. The shareholders can elect the company's board of directors at the annual meeting.

Directors' Organizational Meeting Signing Requirements

After the Directors' Organizational Meeting, all of the directors need to sign it. The shareholders would then validate the actions and conclusions decided. This document doesn't need to be notarized, and it's typically archived in the Minute Book.

What to Do with Your Directors' Organizational Meeting

After the Directors' Organizational Meeting form is printed, use it to conduct the meeting. At the end of the session, get it signed by all directors present. The shareholders must then approve it. The document is then kept in the minute book, most commonly held in the principal office.

Frequently Asked Questions

While there are uniform rules, the general topics discussed at a Directors' Organizational Meetings are:

  • The approval of the corporate seal

  • The appointment of a banking or financial institution

  • The adoption of corporate bylaws

  • The election of corporate officers

  • The adoption of share certificates

  • Other resolutions

The Incorporators' Organizational Meeting is required only if the directors of the corporation are not named in the article of incorporation. This meeting’s sole function is usually to elect the board of directors. All other organizational issues would fall on the board of directors thus elected.
The Directors' Organization Meeting is held only once and only if the organization of the corporation is incomplete. The board of directors will then have the initial task of electing the corporate officers. The Directors' Organization Meeting is preceded either by the article of incorporation or the Incorporators' Organizational Meeting.
Shareholders' Organizational Meetings are held to ratify the actions and decisions of the directors and the incorporators. As the owners of the company, they can waive or appoint auditors or directors.

The written document as authorized by the management or shareholders of a corporation. Resolutions are actions decided upon in board meetings. However, they can also be agreed upon via directors' consent to the action or written permission.

Written resolutions are issued when a director can't attend the board meeting. It can only become a resolution with the unanimous support of all the directors. If there is a conflict of interest, some directors may have to sit out the vote. If the company has only one director, it is common practice to use written resolutions when making a decision. The written records of every resolution need to be kept for at least 10 years.

Any director can call a directors' meeting, but he or she is obliged to notify all other directors. The notice for the conference can be written but it can also be made via a phone call or email. The notice should contain when and where the meeting will be held and the agenda. The length of the notice should be reasonable. Not every director needs to be present at the meeting. If said director wasn't given notice, he or she can demand an urgent board meeting.

At least four board meetings need to take place in a calendar year. A board meeting is considered valid if at least 1/3rd of the directors are present. The directors are thus not required to attend every board meeting, but if those who are absent for 12 months or longer may have to vacate their office.

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