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