initial organizational resolutions of the board of directors for startups from orrick, herrington &...

7/31/2019 Initial Organizational Resolutions of the Board of Directors for Startups from Orrick, Herrington & Sutcliffe LLP

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[Officer 1]/ [Title]



5. Officers

RESOLVED: That the President, the Chief Executive Officer, the Chief Financial Officer, orany Vice President is authorized to sign and deliver any agreement in the name of the Companyand to otherwise obligate the Company in any respect relating to matters of the business of theCompany, and to delegate such authority in his or her discretion, within budgets approved by theBoard of Directors of the Company.

6. Stock Certificate

RESOLVED: That the stock certificate representing the Common Stock of the Company shallbe in the form of the stock certificate attached hereto as Exhibit A, with such appropriateinformation entered thereon as to the capitalization of the Company at the time of issuance andotherwise as may be required by the General Corporation Law of

Delaware.

7. Issuance of Common Stock

RESOLVED: That the officers are authorized to sell and issue on behalf of the Company a totalof 0 shares of Common Stock (the Shares) to the individuals or entities listed below (the

Purchasers) in the amounts specified opposite each name, at a price of $__________ per sharefor a total purchase price of $__________ which the Board of Directors determines to be the fairvalue of such Shares, in exchange for cash, cancellation of indebtedness (includingorganizational costs incurred by the purchasers prior to the incorporation of the Company),promissory note, assets or any combination of the foregoing [Include for DE corp: (provided thateach Purchaser shall pay in cash, personal property or cancellation of indebtedness at least theaggregate par value represented by such Purchasers shares)], pursuant to a Stock PurchaseAgreement in substantially the form attached hereto as Exhibit B (such Shares shall be subject tothe vesting provisions described in such Stock Purchase Agreement, if any):

Purchaser Name/ State of Residence/ Number of Shares

[Purchaser Name]/ /

[RESOLVED FURTHER: The consideration paid by certain Purchasers for such shares shallinclude the assets described in the Assignment of Technology Agreement, Patent Assignment,Bill of Sale a nd Services Rendered attached to such Purchasers Common Stock PurchaseAgreement with the Company dated on or about the date hereof, and the Board of Directorshereby determines that the value of the assets transferred by each such Purchaser is as follows:]


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Purchaser Name/ Value of Assets

[Purchaser Name]/ __________

RESOLVED FURTHER: That the stock sales authorized in the above resolution shall be

conducted in such a manner as to qualify for the exemption from the state requirementsregarding registration of the sale of securities, as provided in [State Securities Law Reference],as well as such other securities laws as may be applicable to Purchasers residing outside of __________, if any.

RESOLVED FURTHER: That the Board of Directors has determined that each of thePurchasers has either a pre-existing personal or business relationship with the Company, itsofficers or directors, or sufficient business or financial experience so that the Company canreasonably assume that such Purchaser has the capacity to protect his own interests in connectionwith the proposed sale of the Shares.

RESOLVED FURTHER: That each Purchaser shall represent that such Purchaser is purchasingfor his own account, and not with a view to or for sale in connection with, any distribution of theShares.

RESOLVED FURTHER: That the offer and sale of the Shares will not be accompanied by thepublication of any advertisement.

RESOLVED FURTHER: That the officers of the Company, in consultation with legal counsel,are authorized and directed to execute and file a form of notification advising the [StateSecurities Law Authority] of the issuance of the Shares pursuant to [State Securities LawReference].

RESOLVED FURTHER: That, upon receipt of consideration and an executed stock purchaseagreement, the Company is authorized and directed to issue share certificates representing theShares.

8. Employer Identification Number

RESOLVED: That the proper officers of the Company are directed to apply to the IRS DistrictDirector for an employers identification number on Form SS -4.

9. Accountants

RESOLVED: That a duly certified public accounting firm to be chosen by the President shall beretained as independent auditors for the Company to set up, prepare, and maintain the financialrecords of the Company, and to prepare such financial statements and tax returns as may berequired of the Company or requested by its officers and directors from time to time.

10. Fiscal Year


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RESOLVED: That the fiscal year of the Company shall end on [December 31] of each year.

11. Incorporation Expenses

RESOLVED: That the proper officers are authorized and directed to pay the expenses of

incorporation and organization of the Company and the expenses incurred in the formation of theCompany.

RESOLVED FURTHER: That the Company elects to treat its organizational expenses, as thatterm is defined by Section 248 of the Internal Revenue Code of 1986, as amended, as deferredexpenses to be deducted ratably over a period of sixty (60) months beginning with the month inwhich the Company begins business; and that the officers are authorized and directed to takesuch action as necessary to effectuate this election.

12. Withholding Taxes

RESOLVED: That the Chief Financial Officer is authorized and directed to consult with thebookkeeper, auditors and attorneys of the Company in order to be fully informed as to, and tocollect and pay promptly when due, all withholding taxes for which the Company may now be(or hereafter become) liable.

13. Qualification to Do Business

RESOLVED: That the officers of the Company are authorized to take any and all steps that theydeem to be necessary to qualify the Company to do business as a foreign corporation in eachstate that the officers determine such qualification to be necessary or appropriate.

14. Indemnification

RESOLVED: That the Company shall enter into an Indemnification Agreement substantially inthe form attached to these resolutions as Exhibit C with each of the Companys present andfuture directors and officers.

15. Management of Fiscal Affairs

RESOLVED: That ____________________ (or such other bank as the officers of the Companyshall, in their discretion, select) is selected and designated as a depository of funds of theCompany, and that the proper officers are authorized to open and maintain, in the name of the

Company, a checking, savings, safe deposit, payroll or other account or accounts with saiddepository.

RESOLVED FURTHER: That the standard form of corporate banking resolutions, as requiredby said bank, necessary to accomplish the foregoing resolution[, in the form attached hereto asExhibit D and showing the persons authorized to draw on such account,] are approved andadopted as the resolutions of this Board of Directors, and the officers are authorized to execute,certify, and deliver a copy thereof to said bank as the resolutions of this Company.


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This action may be signed in one or more counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one instrument.

Dated: _________________ [Director 1] __________________________________________

Dated: _________________ [Director 2] __________________________________________

Dated: _________________ [Director 3] __________________________________________

EXHIBIT A

FORM OF STOCK CERTIFICATE

EXHIBIT B

FORM OF STOCK PURCHASE AGREEMENT

EXHIBIT C

FORM OF INDEMNIFICATION AGREEMENT

[EXHIBIT D

BANKING RESOLUTIONS]

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