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Organizational Consent

Organizational Consent

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Published by RocketLawyer
This document is used in the formation of a business corporation.
This document is used in the formation of a business corporation.

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Categories:Types, Business/Law
Published by: RocketLawyer on May 04, 2012
Copyright:Attribution Non-commercial

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02/19/2013

UNANIMOUS CONSENT REGARDING THE ORGANIZATION OF RL ELECTRONICS

The undersigned, being all of the initial directors of the above corporation, hereby waive all notice, and consent to the following action to be taken by the corporation in lieu of the first meeting of the directors. 1. RESOLVED, that the Articles of Incorporation of the corporation which were reviewed by the undersigned and filed with the Secretary of State on February 01, 2012 are approved. 2. RESOLVED, that all of the actions taken by the incorporator(s) and the initial director(s) in incorporating the corporation are approved. 3. RESOLVED, that the attached Bylaws are adopted. 4. RESOLVED, that the form of corporate seal, an impression of which is imprinted at the margin of this Consent, is adopted as the official corporate seal of the corporation. 5. RESOLVED, that the attached form of stock certificate is adopted. 6. RESOLVED, that the following person(s) is/are elected to serve as initial director(s) until his/her successor is duly elected and qualified at the first annual meeting of the shareholders or until his/her earlier resignation or removal: Director's Name: Street Address: City, State, Zip: Director's Name: Street Address: City, State, Zip: Director's Name: Street Address: City, State, Zip: Dorian Mayhew Rothschild 60 Arthur St. San Rafael, CA 94901 Ryan B. Jagger 35 Palm Circle Dr. Corte Madera, CA 95422 Peter R. Olsen 123 Main St. Mill Valley, CA 94941

7. RESOLVED, that the following persons are elected as officers of the corporation until the first annual meeting of the directors or until his/her successor is duly chosen and qualified:

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Name Dorian Mayhew Rothschild Peter R. Olsen Ryan B. Jagger Ryan B. Jagger

Office President Vice President Secretary Treasurer

8. RESOLVED, that the officers are authorized and directed to file such documents as may be required to obtain an employer identification number for the corporation. 9. RESOLVED, that the corporate fiscal year shall end on the last day of January of each year. 10. RESOLVED, that the President and Secretary shall issue the following number of shares of the corporation's common stock for the consideration as shown to the persons named: Name Dorian Mayhew Rothschild Peter R. Olsen Ryan B. Jagger No. of Shares
1,000 600 500

Consideration

$23,000.00 $13,800.00 $11,500.00

11. RESOLVED, that the officers are authorized and directed to establish one or more corporate bank accounts and to borrow such amounts as they deem appropriate. 12. RESOLVED, that the officers are authorized and directed to pay all expenses arising out of the incorporation of the corporation and to reimburse persons who have advanced funds for such purpose. 13. RESOLVED, that the officers are authorized and directed to take any action deemed necessary or advisable to qualify the corporation as an S Corporation under Section 1361 of the Internal Revenue Code. 14. RESOLVED, that the officers are authorized and directed to obtain such liability and other insurance coverage as the officers deem appropriate. 15. RESOLVED, that the officers are authorized and directed to adopt pension and/or profitsharing plans for the employees of the corporation upon such terms as the officers deem appropriate. 16. RESOLVED, that the officers are authorized and directed to lease office space at 350 Market St., San Francisco, California from Willington Property Management upon such terms as the officers deem appropriate. 17. RESOLVED, that the officers are authorized and directed to enter into an employment agreement with Dorian Mayhew Rothschild, Ryan B. Jagger and Peter R. Olsen upon such terms as the officers deem appropriate.
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18. RESOLVED, that the officers are authorized and directed to take any further action as may be deemed necessary or advisable in order to carry out the purpose and intent of the above Resolutions. Dated: May 02, 2012

____________________________________ Dorian Mayhew Rothschild, Incorporator

____________________________________ Peter R. Olsen, Incorporator

____________________________________ Dorian Mayhew Rothschild, Director

____________________________________ Peter R. Olsen, Director

____________________________________ Ryan B. Jagger, Director

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