### Translation from RTF performed by UnRTF, version 0.19.2 ### For information about this marvellous program, ### please go to http://www.gnu.org/software/unrtf/unrtf.html ### document uses ANSI character set ### font table contains 19 fonts total TITLE: WAIVER OF NOTICE AND CONSENT TO HOLDING OF FIRST MEETING OF BOARD OF DIRECTORS AUTHOR: Nolo ### creaton date: 23 May 2007 13:33 ### revision date: 23 May 2007 13:33 ### total pages: 7 ### total words: 1380 ### total chars: 7869 ----------------- Waiver of Notice and Consent to Holding of First Meeting of Board of Directors of ___________________ A California Nonprofit __________ Corporation We, the undersigned, being all the directors of __________, a California nonprofit __________ corporation, hereby waive notice of the first meeting of the board of directors of the corporation and consent to the holding of said meeting at ____________________, California, on ____________, at __________ __M., and consent to the transaction of any and all business by the directors at the meeting, including, without limitation, the adoption of bylaws, the election of officers, and the selection of the place where the corporation's bank account will be maintained. Dated: __________ ____________________ ____________, Director ____________________ ____________, Director ____________________ ____________, Director ____________________ ____________, Director ____________________ ____________, Director Minutes of First Meeting of Board of Directors of ___________________ A California Nonprofit __________Corporation The board of directors of __________ held its first meeting on ____________ at __________, California. Written waiver of notice was signed by all of the directors. The following directors, constituting a quorum of the full board, were present at the meeting: _______________________ _______________________ _______________________ _______________________ _______________________ There were absent: _______________________ _______________________ _______________________ _______________________ _______________________ On motion and by unanimous vote, __________ was elected temporary chairperson and then presided over the meeting. __________ was elected temporary secretary of the meeting. The chairperson announced that the meeting was held pursuant to written waiver of notice signed by each of the directors. Upon a motion duly made, seconded, and unanimously carried, the waiver was made a part of the records of the meeting; it now precedes the minutes of this meeting in the corporate records book. BYLAWS There was then presented to the meeting for adoption a proposed set of bylaws of the corporation. The bylaws were considered and discussed and, on motion duly made and seconded, it was unanimously RESOLVED, that the bylaws presented to this meeting are adopted as the bylaws of the corporation. RESOLVED FURTHER, that the secretary insert a copy of the bylaws in the corporate records book and see that a copy of the bylaws is kept at the corporation's principal office as required by law. CALIFORNIA AND FEDERAL TAX EXEMPTIONS The chairperson announced that, upon application previously submitted to the California Franchise Tax Board, the corporation was determined to be exempt from payment of state corporate franchise taxes as a/n __________ organization under Section 23701(d) of the California Revenue and Taxation Code per Franchise Tax Board determination letter dated ____________. The chairperson also announced that, upon application previously submitted to the Internal Revenue Service, the corporation was determined to be exempt from payment of federal corporate income taxes as a/n __________ organization under Section 501(c)(3) of the Internal Revenue Code per Internal Revenue Service determination letter dated ____________ and, further, that the corporation has been classified as a public charity under Section __________ of the Internal Revenue Code. The corporation has obtained an advance ruling of its federal public charity classification. The advance ruling period ends __________. The chairperson then presented the originals of both state and federal tax-exemption determination letters, and the secretary was instructed to insert these documents in the corporate records book. ELECTION OF OFFICERS The chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names: __________ President __________ Vice President __________ Secretary __________ Treasurer Each officer who was present accepted his or her office. Thereafter, the president presided at the meeting as chairperson, and the secretary acted as secretary. COMPENSATION OF OFFICERS There followed a discussion concerning the compensation to be paid by the corporation to its officers. Upon motion duly made and seconded, it was unanimously RESOLVED, that the following annual salaries be paid to the officers of this corporation: President $ __________ Vice President $ __________ Secretary $ __________ Treasurer $ __________ CORPORATE SEAL The secretary presented to the meeting for adoption a proposed form of seal of the corporation. Upon motion duly made and seconded, it was: RESOLVED, that the form of corporate seal presented to this meeting be and hereby is adopted as the seal of this corporation, and the secretary of the corporation is directed to place an impression thereof in the space next to this resolution. PRINCIPAL OFFICE After discussion as to the exact location of the corporation's principal office for the transaction of business in the county named in the bylaws, upon motion duly made and seconded, it was RESOLVED, that the principal office for the transaction of business of the corporation shall be at __________, in __________, California. BANK ACCOUNT Upon motion duly made and seconded, it was RESOLVED, that the funds of this corporation shall be deposited with __________. RESOLVED FURTHER, that the treasurer of this corporation be and hereby is authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein. RESOLVED FURTHER, that any officer, employee, or agent of this corporation be and is authorized to endorse checks, drafts, or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit. RESOLVED FURTHER, that all checks, drafts, and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any __________ of the following: _______________________ _______________________ _______________________ RESOLVED FURTHER, that said bank be and hereby is authorized to honor and pay all checks and drafts of this corporation signed as provided herein. RESOLVED FURTHER, that the authority hereby conferred shall remain in force until revoked by the board of directors of this corporation and until written notice of such revocation shall have been received by said bank. RESOLVED FURTHER, that the secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation, and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions. CORPORATE CERTIFICATES The secretary then presented to the meeting proposed director, sponsor, membership, or other forms of corporate certificates for approval by the board. Upon motion duly made and seconded, it was RESOLVED, that the form of certificates presented to this meeting are hereby adopted for use by this corporation and the secretary is directed to attach a copy of each form of certificate to the minutes of this meeting. ISSUANCE OF MEMBERSHIPS The board next took up the matter of issuance of memberships in the corporation. Upon motion duly made and seconded, it was unanimously RESOLVED, that upon ____________________, members shall be admitted to the corporation and shall be entitled to all rights and privileges and subject to all the obligations, restrictions, and limitations applicable to such membership in the corporation as set forth in the articles of incorporation and bylaws of the corporation and subsequent amendments and changes thereto, and subject to any further limitations as resolved from time to time by the board of directors. RESOLVED FURTHER, that the secretary of the corporation shall record the name and address of each member in the membership book of the corporation and, upon the termination of any membership in accordance with the termination procedures specified in the bylaws of the corporation, the secretary shall record the date of termination of such membership in the membership book. ACCEPTANCE OF OFFER TO TRANSFER ASSETS AND LIABILITIES OF PREDECESSOR ORGANIZATION Upon motion duly made and seconded, it was unanimously RESOLVED, that the corporation accept the written offer dated ____________ to transfer the assets and liabilities of the predecessor organization, __________, in accordance with the terms of said offer, a copy of which precedes the minutes of this meeting in the corporate records book. RESOLVED FURTHER, that the appropriate officers of this corporation are authorized and directed to take such actions and execute such documents as they deem necessary or appropriate to effect the transfer of said business to this corporation. Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned. Dated: __________ ____________________ ____________, Secretary