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Massachusetts Waiver of 1st Meeting of Board of Directors - Corporate Resolutions

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Control #:
US-0018-CR
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Description

Form with which the Directors of a corporation waive the necessity of a first meeting of directors.


A Massachusetts Waiver of 1st Meeting of Board of Directors is a legally binding document that allows a corporation to waive the requirement of holding an initial board meeting after incorporation. This waiver is often used when the corporation is formed by a sole incorporated or a small group of incorporates who are also the initial board members. Key elements of the Massachusetts Waiver of 1st Meeting of Board of Directors include: 1. Title: The document should be titled "Massachusetts Waiver of 1st Meeting of Board of Directors — Corporate Resolutions" to clearly indicate its purpose. 2. Parties: The waiver should identify the corporation's name and address, as well as the names and addresses of all the incorporates and initial board members who are waiving the first board meeting. 3. Incorporeal Action: The waiver should state that the incorporates and initial board members have agreed to take an "incorporeal action" instead of conducting a physical board meeting. An incorporeal action refers to a decision made outside a formal meeting. 4. Waiver of Notice: The waiver should explicitly state that all parties have waived any notice requirements that would typically apply for board meetings as specified in the corporation's bylaws or Articles of Incorporation. 5. Unanimous Consent: The waiver should confirm that all incorporates and initial board members have provided their unanimous written consent to the waiver and all related actions. 6. Adoption of Resolutions: The waiver may include a section for the adoption of necessary resolutions, such as the establishment of bylaws, appointment of officers, and any other actions required during an initial board meeting. 7. Effective Date: The waiver should state the effective date on which the waiver and related resolutions become operative and binding. Different types of Massachusetts Waiver of 1st Meeting of Board of Directors may vary based on the specific requirements of the corporation or the preferences of the incorporates. However, the basic purpose and elements remain the same, allowing the corporation to forgo the initial board meeting in favor of an incorporeal action agreed upon by all parties involved.

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FAQ

A corporate resolution form is used by a board of directors. Its purpose is to provide written documentation that a business is authorized to take specific action. This form is most often used by limited liability companies, s-corps, c-corps, and limited liability partnerships.

How To Write a Corporate Resolution Step by StepStep 1: Write the Company's Name.Step 2: Include Further Legal Identification.Step 3: Include Location, Date and Time.Step 4: List the Board Resolutions.Step 5: Sign and Date the Document.

Certified Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.

Elements of a Certified Board ResolutionExplanation of the action being taken by the board of directors and the reason for doing so. Name of the secretary. Legal name of the corporation and state of incorporation. Names of the board of directors voting for approval of the resolution.

Under the Open Meeting Law, the public is permitted to attend meetings of public bodies but is excluded from an executive session that is called for a valid purpose listed in the law. While the public is permitted to attend an open meeting, an individual may not address the public body without permission of the chair.

A corporate resolution is a written document created by the board of directors of a company detailing a binding corporate action. A corporate resolution is the legal document that provides the rules and framework as to how the board can act under various circumstances.

All Resolved clauses within a resolution should use the objective form of the verb (for example, Resolved, that the American Library Association (ALA), on behalf of its members: (1) supports...; (2) provides...; and last resolved urges....") rather than the subjunctive form of the verb (for example, Resolved,

Types of Corporate Resolutions A resolution might outline the officers that are authorized to act (trade, assign, transfer or hedge securities and other assets) on behalf of the corporation. The resolution would outline who is authorized to open a bank account, withdraw money, and write checks.

A resolution can be made by a corporation's board of directors, shareholders on behalf of a corporation, a non-profit board of directors, or a government entity.

More info

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Massachusetts Waiver of 1st Meeting of Board of Directors - Corporate Resolutions