What are the Organizational (or Initial) Resolutions of the Board of Directors for a corporation?

The Board of Directors’ organizational resolutions may be adopted at a duly called meeting of the Board or by unanimous written consent of the Board. Generally, among other things, these resolutions may:

1. call for the insertion into the minute book of the corporation’s Certificate of Incorporation as filed with the Secretary of State;
2. require the corporation to maintain a minute book including the Certificate and all amendments to the Certificate, the Bylaws and all amendments to the Bylaws and the minutes of all Board of Director and Stockholder meetings;
3. authorize the selection of a corporate seal (not required and usually not done);
4. authorize the election of the corporation’s officers and specify which officers may sign on behalf of the corporation and/or obligate the corporation in matters relating to its business;
5. authorize the selection of a specimen stock certificate for the corporation’s common stock;
6. authorize the issuance of stock to initial stockholders (if stock is to be issued);
7. authorize the selection of the corporation’s fiscal year;
8. designate the corporation’s bank and accounting firm;
9. authorize the payment of the corporation’s incorporation expenses; and
10. (10)authorize the corporation’s officers to qualify the corporation to do business as a foreign corporation in states where such qualification is deemed necessary.