initial-board-resolutions

name	initial-board-resolutions
title	Initial Board Resolutions
description	Drafts initial board resolutions (organizational meeting minutes) for newly formed U.S. corporations. Covers bylaw adoption, officer elections, banking, stock issuance, IP assignment, tax elections, and corporate formalities. Use when forming a corporation and establishing governance records for banks, investors, or regulators.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/initial-board-resolutions
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en

Initial Board Resolutions

Drafts organizational meeting minutes and initial board resolutions for a newly formed U.S. corporation.

Prerequisites

Gather before drafting:

1. Articles of incorporation — legal name, state, incorporation date, authorized capital structure
2. Bylaws — adopted or draft (note indemnification, exculpation, supermajority provisions)
3. Directors & officers — full names, addresses, titles, compensation
4. Initial shareholders — name, share count, class, consideration (cash/property/services with FMV)
5. Pre-incorporation agreements — contracts or commitments signed before filing
6. IP inventory — prior-developed IP being contributed; PIIA status
7. Tax elections — S-corp, §83(b), §1244, §1202 QSBS
8. Banking — institution, signatories, signature thresholds

Quick Start

Draft a preamble authenticating the meeting (date, format, directors present, quorum confirmation, chairperson, secretary, notice status). Then resolve each category below in order. Use exact legal name from articles throughout. Close with adjournment and Secretary certification.

Resolution format:

RESOLVED, THAT [corporation name] hereby [action], effective [date]; and

FURTHER RESOLVED, THAT the officers of the Corporation are hereby authorized and directed to take all actions necessary or appropriate to carry out the purposes and intent of the foregoing resolution.

Resolution Categories

#	Resolution	Key Points
1	Bylaw Adoption	Reference bylaws by date; Secretary to maintain original; acknowledge indemnification/exculpation provisions
2	Officer Elections	Title, full name, effective date; enumerate authority or cross-reference bylaws; address compensation or defer
3	Banking Authorization	Institution(s); signatories; dual-signature thresholds (e.g., >$10K); authorize electronic banking, wires, ACH, cards
4	Stock Issuance	Per issuance: shares, class, recipient, consideration with FMV; board finding of adequate consideration; federal exemption (§4(a)(2), Reg D) + state exemption; stock ledger entry