Items on the Agenda:

I.   Approval of Minutes of last meeting.
2.   Itemized list of topics.
3.   Update from company.
4.   Board members contacts with potential customers or other useful parties.
5.   Board member issues, questions, or concerns.
6.   Question and answer period.
7.   Concluding comments.

This Board meeting agenda is sent to you in advance of the meeting so you can prepare for it and make additional suggestions you have with regard to topics to be discussed.  Please promptly fax us any of these suggestions so we can be prepared to incorporate your issues, questions, or concerns into the meeting format.  Note that we have made specific provision for these matters in Agenda item #5.

Perhaps even more importantly, we welcome any contacts you may have for us to follow-up with to get new customers.   Any help you can give us in this regard yourself personally or through your own network, would be much appreciated by your fellow Board Members, the shareholders, and the management of the company.

We look forward to seeing you at the next Board meeting of your company and receiving your input.  We are having an informal dinner the night before the meeting at: _______________ (time and place) for Board members.  The purpose is to encourage a wide ranging discussion among the members that permits some brain storming as to what we should be doing to best increase shareholder value.  I hope you will join us.

Best regards,

________________
President

PS.  Let us know if you can make the meeting by email, phone, or fax.  Even if you don’t think you can make it now, hold open the option and just show up at the last minute if you can!  Thanks.

Board of Directors Meeting, Agenda
Review List

This review list is provided to inform you about this document and assist you in its preparation.  Board meetings can be very fruitful events, especially in small to medium companies that lack the breadth of larger companies in senior management.  These members can bring you a great deal of helpful advice, contacts, suggestions, and strategies.

Serious people want advanced agendas.  To the extent you can provide advance data to your members, you will get better results.  You need to do this in the good times so in the bad ones you can lean on them for their advice, counsel, and financial support.

1. Sign the letters personally.  Inscribe a personal note.  Provide directions to the restaurant or other location of the dinner.  Include product, service, or other information with the letter to peak their interest and demonstrate your concern for them personally.
2. Keep a copy for your minute book.  Also, bring the Agenda to the meeting and work off of it.  Include the Agenda letter in the corporate minutes as part of the meeting, by referencing it in the meeting itself.

This is the approval of the Certificate of Incorporation.

Resolved that the Certificate of Incorporation of the Corporation, which has been presented and reviewed by each director of the Corporation, and which was received and filed in the office of the Secretary of the State in the state of incorporation, shall be, and is hereby approved, a copy of it shall be inserted in the minute book of the corporation.

The Directors hereby sign and approve this resolution,

_________________        ___________________    ___________________
Each Director Signs

_________________
Date

Certificate of Incorporation, Approval by Board
Review List

This review list is provided to help you complete the formalities required to set up your corporation properly.  This document is intended to memorialize this transaction through the unanimous approval by the Board of Directors.

1.    Make sure that the document is signed by all the directors of the corporation.

2.    Keep the signed document with all the important corporate papers for your corporation such as in your corporate minute book.  Also, keep a copy of this document with the backup copies of your corporate documents in your file kept at your office or home.

3.    Remember that keeping good corporate records, or formalities, in a timely manner will server you well in most corporate disputes, especially any regarding governance and the personal liabilities of any Directors or Officers.  In this litigious world, this is no small matter.

A special meeting of the Board of Directors of ________________________________, Inc., was held on ___________________, at ________________________________________, pursuant to, and, upon a motion made regularly and in proper order, and seconded, the board of directors of ______________________________, agreed:

That the corporation shall sell (buy) the following parcel of real estate ______________________ to ________________ for a total consideration of $______ (______________ & ____/100 dollars).

The officers of the corporation are authorized to sign such deeds and other instruments as may be necessary for completion of the sale.

______________________________ by:

______________________________________________________
SECRETARY

______________________________________________________
Attest, President

Purchase or Sale of Real Estate:  Resolution of Authorization
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  It is good corporate management to get Board approval for major purchases or sales of assets.  You can adapt this form to such activities, from buying and selling real estate as provided herein, to buying or selling software, divisions, trademarks, or any other such things.

1.    Make multiple copies.  One copy should go in the transaction file and the other in the corporate minute book.

To:    Corporation (“Corporation”) and Shareholders:  All Shareholders Bound by Shareholders Agreement (“Parties”)

Subject:    Shareholders’ Agreement (“Shareholders’ Agreement”); adoption by prospective new transferee

Pursuant to the terms of the Shareholders’ Agreement, no transfer of any of the shares of the Corporation can be made except under certain prescribed circumstances and unless the transferee of such shares first enters into this Assumption Agreement.

In that regard, _______________________(Selling Shareholder and “Transferor”), a Shareholder proposes transferring ___ shares to a new Shareholder, ______________ (Buying Shareholder and “Transferee”).

The Transferee has agreed to observe and to be bound by the terms of the Shareholders’ Agreement so that its provisions will govern the rights and obligations among the Parties and the parties hereto regarding the organization and affairs of the Corporation and the sale of shares of the Corporation under certain circumstances and the Transferor has agreed to guarantee the due performance by the Transferee of all obligations imposed on the Transferor or Transferee pursuant to the Shareholders’ Agreement and to remain liable as principal debtor in respect of all such obligations.

Therefore for good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, the undersigned, intending to be legally bound hereby, hereby agrees as follows:

I.    The Transferee acknowledges that the foregoing recitals are true and correct and acknowledges having received and reviewed a copy of the Shareholders’ Agreement.

2.    The Transferee agrees to be bound by the terms of the Shareholders’ Agreement in the same manner as if the Transferee had been an original party thereto and to the same extent as the Transferor.

3.    The Transferee represents and warrants that the Transferee is purchasing the Shares as principal, for its own account and not as agent, trustee or representative for any other person, unless otherwise stipulated in this Agreement.

4.    All notices, requests, demands or other communications (collectively, “Notices”) by the terms of the Shareholders’ Agreement required or permitted to be given by one party to any other shall be given to the Transferee in accordance with the terms of the Shareholders’ Agreement, at:

Name of New Shareholder: ________________________________________.
Legal Address of New Shareholder: _________________________________.

5.    Unless specifically defined herein or unless the context otherwise requires, terms used herein which are defined in the Shareholders’ Agreement shall have the meanings ascribed to such terms in the Shareholders’ Agreement.

6.    This Agreement shall be governed by and construed in accordance with the laws of the State of __________________ applicable therein and shall be binding upon the undersigned and their heirs, executors, administrators, successors, permitted assigns and legal representatives.

7.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

8.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

9.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

10.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

11.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Transferor                                Transferee

_________________________                _______________________
Secretary of Corporation Acknowledgment of Receipt    Date

The Board of Directors approve the above Agreement and ratifies it with their signatures below and authorize the transfer of shares under the terms and conditions of this Agreement.

_________________________    ______________________  ________________
Each Board Member Must Sign    Name                Name

__________________
Date

Shareholder, New-Assumption Agreement
Review List

This review list is provided to inform you about the document in question and assist you in its preparation.  The above Shareholder Assumption Agreement permitting transfer of shares in your corporation incorporates three elements into the one document for simpler tracking purposes:  the Assumption Agreement itself; Board approval and ratification; and notification by the Corporate Secretary of receipt of both.

1.    Be sure all parties sign the agreement with multiple originals for the old shareholder, the new shareholder, Board records, corporate minute book records, and a record for the file of the new shareholder held at the company.
2.    You must vigilantly protect your original Shareholder Agreement if you desire to keep it in full force and effect.  If you make an exception, you open the door for future challenges.
3.    Prompt record keeping in this regard will prevent costly attempts to reconstruct it at a later date, usually when needed in a hurry, and many of the principals have ceased being active participants in the company, and may, in fact, be estranged from the firm and unwilling to assist you in cleaning up back records.  So, for all of the above reasons, do this in a timely manner.
4.    A practical suggestion is to gather all documents requiring Board signature and make them available at the next physical Board meeting.  This simplifies the signature process and incorporates the documents into the minutes of the meeting, always a good thing for record preservation.

In place of the first meeting of the Board of Director’s of  ______________________
(“Corporation”), all of the Directors of the Corporation unanimously consent in writing to the following resolutions: _________________________________________________
_____________________________________________________________________
_____________________________________________________________________

APPROVAL OF ELECTION OF DIRECTORS

Resolved, that the action by the Incorporator of the Corporation dated _______whereby                        ______________________________________________________________________ (Names of Directors) were elected as directors of the Corporation, is hereby ratified, adopted and approved.

___________________    ____________________        _________________
Signed by each Director

________________
Date

Unanimous Written Consent of Directors in place of the First Meeting
Review List

This review list is provided to help you to complete the Written Consent of Directors document and to ensure that the necessary steps are taken to make it effective.

1.    The Written Consent of Directors is used only after a corporation has been legally formed and the initial directors have been appointed.  This form is not used with any type of entity except corporations.  It is used only once, following the incorporator’s actions and this document ratifies those documents and, in particular, the appointment of the Director or Directors who will thereafter assume the role of governance of the corporation.

2.    Confirm that the law of the state where the corporation was formed permits the initial board of directors to take initial actions by written consent.  Though rare, there may be cases where these actions are required to be taken in a live meeting.

3.  Remember that keeping good corporate records, or formalities, in a timely manner will serve you well in most corporate disputes, especially any regarding governance and the personal liabilities of any Directors or Officers.  In this litigious world, this is no small matter.

4.    The original of this document should be filed in the corporate minute book or wherever important corporate documents are kept.

______________________, referred to as PROMOTER, and ____________, referred to as SUBSCRIBER, agree:

PROMOTER shall organize a corporation to be preliminarily named __________________, to be incorporated in the state of ___________.

The planned initial stock offering shall be _____ shares, of ______ stock, with a par value of $______(_________ per share).

SUBSCRIBER agrees to purchase shares of _____________ stock upon issuance. In the event that the offering is over subscribed, the SUBSCRIBER shall be entitled to a proportional purchase of shares.

The shares purchased are not registered with the United States Securities and Exchange Commission, nor the Securities Commission of any state.

The PURCHASER represents that it is qualified under the relevant rules and regulations of the United States Securities and Exchange Commission and the Securities Commission of any state, which may have jurisdiction to purchase these shares.

The PURCHASER further represents that it is not purchasing these shares with an intention of resale, nor will it take any actions that may result in it being considered an underwriter of the shares.

Prior to any transfer of these shares, the PURCHASER shall provide to the issuer of the stock a legal opinion, in a form acceptable to the counsel for the issuer, that the transfer will not result in the loss of the exemptions from registration of the securities then claimed by issuer.

The PURCHASER further represents that it has had adequate opportunity to obtain any information relevant to the decision to purchase, and has also had adequate opportunity to consult with advisors of their choice.

The PURCHASER agrees that prior to delivery of the stock to execute the shareholders agreement dated _________________.

Upon execution of this agreement, the SUBSCRIBER will pay to PROMOTER the sum of $________(______________&___/100 dollars) which shall be used for an organizational fund for the expenses of pre-incorporation. The balance shall be due upon issuance of the shares.

Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Promoter: _____________________________________________________.

If to the Subscriber: ___________________________________________________.

No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

Dated: _______________________________

PROMOTER:

_____________________________________

SUBSCRIBER:

_____________________________________

Stock Subscription Agreement, Pre-Incorporation
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Pre-incorporation agreements are less risky, as a rule, for promoters because courts recognize the high risk and ambiguous state of these emerging enterprises.  These documents can serve to protect subscribers’ interests by writing in various clauses such as anti-dilution stock agreements (e.g., stock can not be diluted until an IPO, is a standard such clause), compensation limitations, percentage share ownership, and the like.

1.    Make multiple copies.  Each subscriber should receive one.  The company should keep one copy in the investor file as well in the corporate minutes.  Be sure to get signed share certificates receipts, as provided in document form elsewhere in this section.

Shareholders Agreement

WHEREAS, _________________________ referred to hereafter as SHAREHOLDERS, are the owners of a total of ______ shares of ______ stock of __________________________. And they desire to agree to certain actions to be taken to protect the value of their holdings, IT IS AGREED:

That ___________, whose address is ______________________________, a charter signatory to this agreement, shall act as the SECRETARY of this agreement.

All future purchases of the same class stock by the signatories to this agreement shall also subject the newly purchased shares to this agreement. The SECRETARY of this agreement shall be notified of any future purchases of shares.

In the event that the CORPORATION shall reorganize or recapitalize, then the agreement shall continue into force with the security or securities issued in lieu of this class being subject to the agreement.

If any SHAREHOLDER transfers his shares, the SHAREHOLDER shall be required to have the transferee execute this agreement. All shares subject to this agreement shall be conspicuously endorsed with the following legend:

“These shares are subject to restrictions contained in a shareholders agreement dated ________________________________. A copy may be obtained from ___________________, whose address is _______________________________________________________.”

All signatories to this agreement shall notify the SECRETARY of any transfer, and provide a full copy of the documents of transfer to the SECRETARY.

All shares subject to this agreement shall be voted for the following candidates for the offices stated:
_____________________________________________________________

_____________________________________________________________

In the event that the individuals set forth above are unwilling or incapable of serving, then a vote of the shareholders shall be taken for new candidates, all of whom shall be signatories to this agreement, then holding stock in the CORPORATION. A ______________ ________ vote shall be necessary with votes being counted by _____ vote per share owned on voting date by the party voting.

In the event of failure to obtain a majority, a run off will be held among the top two finishers.
In the event that no signatory is willing or eligible to serve, and all signatories decline to run, a non-signatory may be nominated, and elected by a simple majority with votes being counted by ___ vote per share owned on voting date by the party voting.

The parties hereto agree that they shall not sell any of the shares covered by this agreement unless it is at a minimum price of $______(_______&___/100 dollars) per share. In the event of a recapitalization, the price shall be adjusted so that equivalent units of stock are subject to the same minimum price as stated above.

In the event that any shareholder desires to sell any part of their holdings to an individual not a signatory to this agreement, they shall obtain such bona fide offers as they may desire, and report the offers in writing to the SECRETARY, and shall mark the offer which they desire to accept. The SECRETARY shall then notify all of the signatories of the proposed offer, and any signatory shall be entitled to a right of first refusal to purchase the shares on the same terms as the accepted offer within _______. In the event that more than one signatory is desirous of purchasing the shares shall be sold pro-rata to each shareholder desiring to purchase the same.

The signatories shall all vote against that certain merger or asset purchase subject to the approval of shareholders proposed by ____________________ and any additional offers made by _______________.

This agreement shall be binding upon the successors of the signatories.

Dated: ____________________________________

___________________________________________________
Signed by all shareholders

_______________________    _________________________            _____________________

Shareholders Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This is a reasonably straightforward shareholders agreement that can be modified to your purposes.  Be sure each shareholder signs a copy and you have it for your corporate records.

1.  Make multiple copies.  Keep one in each shareholders file.

Pursuant to regular notice, dated ___________, a meeting of the Board of Directors meeting of ________________________ was held at ____________________, ___________, ________ on ____________ at ________.

A quorum of directors attended, as shown by the attached roster.  Proxies (if any) were examined and admitted as shown by the attached roster. The meeting was called to order by the meeting’s chairman, _____________________.

The following motion was made by _____________ and seconded by _______________.
_________________________________________________________________

After discussion, a vote was taken, and the motion was passed.

There being no further business to come before the meeting, the same was adjourned.

Dated: _______________________________________

______________________________________________________
Secretary

______________________________________________________
Attest: President

Minutes of Board of Directors Meeting
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This corporate formality should be kept up with and the results filed in the corporate minute book.

1.    Make multiple copies.  Send one to each director as well as filing it in the company’s records.

Pursuant to regular notice, dated _____________, the annual meeting of shareholders of _____________________, was held at _________________, ______________________, _________________ on _____________ at _____________.

A quorum of shareholders attended, as shown by the attached roster. Proxies (if any) were examined and admitted as shown by the attached roster. The meeting was called to order by the meeting’s chairman, ___________________________.

The first order of business was election of officers for the next year. The following were nominated for the elected offices as indicated:
President: _____________________________________________________
Secretary: _____________________________________________________
Chairman of the Board: _________________________________________

Each candidate’s nomination was seconded, and after balloting, the following individuals were elected to the offices indicated:
President: _____________________________
Secretary: _____________________________
Chairman of the Board: _________________

Thereupon, the newly elected officers assumed their positions, and the financial statements for the previous years operations were reviewed.

A dividend of $______(______&___/100 dollars) was declared per share, and the officers of the corporation directed to pay the same to shareholders of record as of ________________.

There being no further business to come before the meeting the same was adjourned.

Dated: _______________________________________

______________________________________________________
Secretary

______________________________________________________
Attest: President

Minutes of Annual Shareholder Meeting
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This formality is important to enact each and every year.  It is a well care approach to prevent shareholder upset and possible litigation.

1.    Make multiple copies.  Send one to each shareholder.  File copies in your corporate minute book.

Pursuant to notice of meeting, dated _________________, a special meeting of the directors of ________________________. was held at ______________, ________, _____________ on ____________ at _______.

A quorum of directors attended, as shown by the attached roster. Proxies (if any) were examined and admitted as shown by the attached roster.

The meeting was called to order by the meeting’s chairman, ____________________________.

The following actions were taken at this meeting: ______________________________________________________________________.

There being no further business to come before the meeting the same was adjourned.

Dated: _______________________________________

______________________________________________________
Secretary

______________________________________________________
Attest: President

Minutes of a Special Directors Meeting
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This document serves to memorialize actions taken at special meetings of the directors.  It is wise to circulate this document to all directors, attending and non-attending ones, after the meeting is concluded and these minutes approved and signed off on.

1.    Make multiple copies.  Send one to each director of record; keep one in your corporate minute book.