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  Board Consent in lieu of Organizational Meeting

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Board Consent in lieu of Organizational Meeting
1.5  Delaware Board Consent in lieu of Organizational Meeting v1.5
Public   Published   master   master  (owner)
Permalink: https://valcu.co/users/master/doc_templates/board-consent-in-lieu-of-organizational-meeting-15
Created: July 24, 2015 11:35:18 EDT | Last modified: April 26, 2016 11:42:38 EDT
 

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Exact Legal Name of the Company

Effective date of the Board Consent.

Full address of the company

Date of incoporation / organization of the company.

Initial size of the company's board of directors (including any vacancies).

Names of the officers of the company


When the shares are issued, will they be uncertificated (with notices of uncertificated shares rather than stock certificates)?

Fair market value of one share of the company's common stock (as well as the consideration for such common stock)

Total number of shares being issued to the founders

Total value of all shares being sold


Will the consideration for any of the shares by technology instead of cash?

The company's fiscal year end day and month

Purchase Details
Carefully add each purchaser and details of the purchase/issuance.
 
 

ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU
OF THE ORGANIZATIONAL MEETING
BY THE DIRECTORS OF
V_FIELD_COMPANY_NAME_UPCASE
The undersigned, constituting all members of the Board of Directors of v_field_company_name, a Delaware v_field_public_benefit_corporation_applicability public benefit v_field_end corporation (the “Company”), pursuant to Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company, hereby adopt the following resolutions by unanimous written consent, effective as of this v_field_effective_date_verbosedate:
Certificate of Incorporation.
RESOLVED, that the Certificate of Incorporation of the Company filed with the Delaware Secretary of State on v_field_de_incorp_date be, and it hereby is, ratified and affirmed.
Adoption of Bylaws; Board Size.
RESOLVED, that the Bylaws attached hereto as Exhibit A be, and the same hereby are, adopted as the Bylaws of and for the Company;
RESOLVED FURTHER, that the Secretary of the Company be, and he/she hereby is, authorized and directed to execute a Certificate of Adoption of the Bylaws, to insert the Bylaws as so certified in the Company’s Minute Book and to see that a copy of the Bylaws, similarly certified, is kept at the Company’s principal office, as required by law; and
RESOLVED FURTHER, that pursuant to Section 3.1 of Article III of the Bylaws of the Company, the Board of Directors shall consist of v_field_number_directors_words (v_field_number_directors) member(s).
Election of Officers.
RESOLVED, that the following persons be, and they hereby are, appointed as officers of the Company, to serve until the annual meeting or until their successors are duly appointed and have qualified:
v_field_officer_hashes_each
v_field_officer_hashed_name – v_field_officer_hashed_offices
v_field_end

Designation of Depository.
RESOLVED, that the President and the Treasurer of the Company be, and each of them hereby is, authorized:
(a) To designate one or more banks or similar financial institutions as depositories of the funds of the Company;
(b) To open, maintain and close general and special accounts with any such depositories;
(c) To cause to be deposited, from time to time, in such accounts with any such depository, such funds of the Company as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers or agent or agents of the Company authorized to make such deposits and to endorse checks, drafts and other instruments for deposit;
(d) To designate, change or revoke, the designation, from time to time, of the officer or officers or agent or agents of the Company authorized to sign or countersign checks, drafts or other orders for the payment of money issued in the name of the Company against any funds deposited in any of such accounts;
(e) To authorize the use of facsimile signatures for the signing or countersigning of checks, drafts or other orders for the payment of money, and to enter into such agreements as banks and similar financial institutions customarily require as a condition for permitting the use of facsimile signatures;
(f) To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable and to complete, execute and certify any customary printed blank signature card forms in order to exercise conveniently the authority granted by this resolution; any resolutions printed on such cards are deemed adopted as a part of this resolution;
RESOLVED FURTHER, that all form resolutions required by any such depository be, and they hereby are, adopted in such form used by such depository, and that the Secretary be, and he/she hereby is, authorized to certify such resolutions as having been adopted and that the Secretary be, and he/she hereby is, directed to insert a copy of any such form resolutions in the Minute Book; and
RESOLVED FURTHER, that any such depository to which a certified copy of these resolutions has been delivered by the Secretary of the Company be, and it hereby is, authorized and entitled to rely upon such resolutions for all purposes until it shall have received written notice of the revocation or amendment of these resolutions adopted by the Board of Directors of the Company.
Fiscal Year.
RESOLVED, that the fiscal year of the Company shall end each year on v_field_fiscal_year_end_date.
Principal Office.
RESOLVED, that the principal executive office of the Company shall initially be at:
v_field_company_address
Ratification of Actions.
RESOLVED, that the prior acts made on behalf of the Company by the sole incorporator be, and the same hereby are, ratified and approved as acts of the Company.
Management Powers.
RESOLVED, that the officers of the Company be, and they hereby are, authorized to sign and execute in the name and on behalf of the Company all applications, contracts, leases and other deeds and documents or instruments in writing of whatsoever nature as may be required in the ordinary course of business of the Company and as may be necessary to secure for operation of the corporate affairs, governmental permits and licenses for, and incidental to, the lawful operation of the business of the Company, and to do such acts and things as such officers deem necessary or advisable to fulfill such legal requirements as are applicable to the Company and its business.
v_field_uncertificated_applicability
Uncertificated Stock; Notices.
RESOLVED, that the shares of the Company shall be uncertificated, provided that the Company may issue certificated shares for some or all of any or all classes or series of its stock if deemed advisable and in the best interests of the Company by the officers, in consultation with legal counsel; and
RESOLVED FURTHER, that the officers are authorized and directed to send a written notice to record owners of shares of uncertificated stock in accordance with the General Corporation Law of Delaware substantially in the form attached hereto as Exhibit B with such changes deemed necessary or advisable by the officers, in consultation with legal counsel.
v_field_else
Stock Certificates.
RESOLVED, that the share certificates representing common shares of the Company be in substantially the same form as the form of share certificate attached hereto as Exhibit B; that each such certificate shall bear the name of the Company, the number of shares represented thereby, the name of the owner of such shares and the date such shares were issued; and
RESOLVED FURTHER, that such share certificates shall be consecutively numbered beginning with No. CS-1, shall be issued only when the signature of the President and Secretary, or other such officers as provided in Section 158 of the Delaware General Corporation Law, and the corporate seal (if one has been adopted) are affixed thereto, may also bear other wording related to the ownership, issuance and transferability of the shares represented thereby, and that the Secretary is instructed to annex the form of certificate to these minutes.
v_field_end
Sale of Common Stock.
RESOLVED, that the Board of Directors of the Company hereby determines, after consideration of all relevant factors, that the fair market value of the Company’s common stock as of the date hereof is equal to v_field_common_stock_fmv_per_share per share;
RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to sell and issue an aggregate of v_field_total_sale_shares shares of its Common Stock at a purchase price of v_field_common_stock_fmv_per_share per share, payable as set forth below in cash v_field_taa_applicability and/or in consideration of execution and delivery of a Technology Assignment Agreement in a form set forth as Exhibit C hereto v_field_end, as follows:

Name of Purchaser
Number of Shares
Consideration
Consideration Value

v_field_purchase_hashes_each v_field_purchase_hashed_name
v_field_purchase_hashed_number_shares
v_field_purchase_hashed_consideration_type
v_field_purchase_hashed_consideration_value

v_field_table_row_end TOTAL:
v_field_total_sale_shares

v_field_total_consideration_value



v_field_uncertificated_applicability
RESOLVED FURTHER, that the shares of Common Stock authorized to be sold and issued by the Company to the persons above shall be offered and sold under the terms of a certain Stock Purchase Agreement entered into by the Company and such person, in substantially the form(s) attached hereto as Exhibit v_field_taa_applicability D v_field_else C v_field_end;
RESOLVED FURTHER, that, upon the Company’s receipt of the applicable fully executed Stock Purchase Agreement and the consideration provided for therein, the Company is authorized and directed to issue a written notice of issuance with respect to such shares; and
v_field_else
RESOLVED FURTHER, that the shares of Common Stock authorized to be sold and issued by the Company to the persons above shall be offered and sold under the terms of a certain Stock Purchase Agreement entered into by the Company and such person, in substantially the form(s) attached hereto as Exhibit v_field_taa_applicability D v_field_else C v_field_end; and
v_field_end
RESOLVED FURTHER, that the proper officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further action and execute such documents as each may deem necessary or appropriate to carry out the purposes of the above resolutions, including, but not limited to blue sky filings in accordance with state securities laws and regulations.
Proprietary Information and Inventions Agreements.
RESOLVED, that the form of the Proprietary Information and Inventions Agreement attached hereto as Exhibit v_field_taa_applicability E v_field_else D v_field_end be, and it hereby is, adopted and approved, with such changes as may be approved by the President of the Company in his/her sole discretion, his/her signature on such document to constitute conclusive evidence of such approval.
Nondisclosure Agreements.
RESOLVED, that the form of Nondisclosure Agreement attached hereto as Exhibit v_field_taa_applicability F v_field_else E v_field_end and the form of Mutual Nondisclosure Agreement attached hereto as Exhibit v_field_taa_applicability G v_field_else F v_field_end be, and each of them hereby is, adopted and approved, with such changes as may be approved by the President of the Company in his/her sole discretion, his/her signature on such document to constitute conclusive evidence of such approval.
Service Agreements.
RESOLVED, that the form of Offer Letter attached hereto as Exhibit v_field_taa_applicability H v_field_else G v_field_end, the form of Consulting Agreement attached hereto as Exhibit v_field_taa_applicability I v_field_else H v_field_end and the form of Advisor Agreement attached hereto as Exhibit v_field_taa_applicability J v_field_else I v_field_end be, and each of them hereby is, adopted and approved, with such changes as may be approved by the President of the Company in his/her sole discretion, his/her signature on such document to constitute conclusive evidence of such approval.
Incorporation Expenses.
RESOLVED, that the officers of the Company be, and they hereby are, authorized and directed to pay the expenses relating to the incorporation and organization of this Company.
* * * * *


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4
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IN WITNESS WHEREOF, the undersigned director(s) have executed this Action by Unanimous Written Consent as of the date set forth below.
DIRECTORS:

v_sigs_directors

v_sig_director_named_dated
v_field_else

____________________________________ Date: _____________________________
Name: v_sigs_directors_hashed_name
v_field_end
v_sigs_end


EXHIBIT A
Bylaws


EXHIBIT B
v_field_uncertificated_applicability
Form of Uncertificated Stock Notice
v_field_else
Form of Common Stock Certificate
v_field_end
v_field_taa_applicability


EXHIBIT C
Technology Assignment Agreement(s)
v_field_end
v_field_purchase_hashes_each


EXHIBIT v_field_taa_applicability D v_field_else C v_field_end - v_field_purchase_hashed_name_upcase
Stock Purchase Agreement (v_field_purchase_hashed_name)
v_field_end


EXHIBIT v_field_taa_applicability E v_field_else D v_field_end
Form of Proprietary Information and Inventions Agreement


EXHIBIT v_field_taa_applicability F v_field_else E v_field_end
Form of Nondisclosure Agreement


EXHIBIT v_field_taa_applicability G v_field_else F v_field_end
Form of Mutual Nondisclosure Agreement


EXHIBIT v_field_taa_applicability H v_field_else G v_field_end
Form of Offer Letter


EXHIBIT v_field_taa_applicability I v_field_else H v_field_end
Form of Consulting Agreement


EXHIBIT v_field_taa_applicability J v_field_else I v_field_end
Form of Advisor Agreement
v_field_doc_template_id | v_field_file_store_id
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v_field_doc_template_id
v_field_file_store_id

v_field_doc_template_id v_field_file_store_id
v_field_doc_template_id v_field_file_store_id
v_field_company_name_upcase v_field_company_name v_field_public_benefit_corporation_applicability v_field_end v_field_effective_date_verbosedate v_field_de_incorp_date v_field_number_directors_words v_field_number_directors v_field_officer_hashes_each  ├── v_field_officer_hashed_name └── v_field_officer_hashed_offices v_field_end  v_field_fiscal_year_end_date v_field_company_address v_field_uncertificated_applicability  v_field_else  v_field_end  v_field_common_stock_fmv_per_share v_field_total_sale_shares v_field_common_stock_fmv_per_share v_field_taa_applicability v_field_end v_field_purchase_hashes_each ├── v_field_purchase_hashed_name ├── v_field_purchase_hashed_number_shares ├── v_field_purchase_hashed_consideration_type └── v_field_purchase_hashed_consideration_value v_field_table_row_end v_field_total_sale_shares v_field_total_consideration_value v_field_uncertificated_applicability  ├── v_field_taa_applicability ├── v_field_else └── v_field_end v_field_else  ├── v_field_taa_applicability ├── v_field_else └── v_field_end v_field_end  v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_sigs_directors  ├── v_sig_director_named_dated  ├── v_field_else  │ └── v_sigs_directors_hashed_name └── v_field_end  v_sigs_end  v_field_uncertificated_applicability  v_field_else  v_field_end  v_field_taa_applicability  v_field_end  v_field_purchase_hashes_each  ├── v_field_taa_applicability ├── v_field_else ├── v_field_end ├── v_field_purchase_hashed_name_upcase └── v_field_purchase_hashed_name v_field_end  v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end v_field_taa_applicability v_field_else v_field_end
v_field_doc_template_id v_field_file_store_id
Access
Public
Description
Delaware Board Consent in lieu of Organizational Meeting v1.5
Notes
None.
License
Not specified
License Detail
Not specified
Disclaimer
Not specified

INSTRUCTIONS:

1. Who signs? This document should be signed by each director of the company.

2. Can this document be signed electronically? Yes.

3. What do I do with the document after it has been executed? Add this to the company's corporate records, usually in a corporate record book in the section for minutes of meetings of the board.

4. When I file with the company's corporate records, should I add copies of the documents referenced as attachments? Yes.