Tanganyika Law School 2008 Tutor: Fred S.

Ringo

Subject: Commercial law LS 106 Seminar Materials No. 3

MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS

WAIVER OF NOTICE
FIRST MEETING OF THE BOARD OF DIRECTORS
[COMPANY NAME]

WE, THE UNDERSIGNED, being the directors elected by the incorporators of

the above named corporation, DO HEREBY WAIVE NOTICE of the time, place
and purpose of the first meeting of the Board of Directors of said
corporation.

We designate the ____th day of ____, 20____ at 9:35 o'clock __.M. as the time
and [FULL ADDRESS] as the place of said meeting; the purpose of said
meeting being to elect officers, authorize the issue of the capital stock,
authorize the purchase of property if necessary for the business of the
corporation, and the transaction of such other business as may be necessary
or advisable to facilitate and complete the organization of said corporation,
and to enable it to carry on its contemplated business.

Dated: ____ ____, 20____

________________________
[Name 1]

________________________
[Name 2]

________________________
[Name 3]

===========

MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS OF

[NAME OF COMPANY]

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Tanganyika Law School 2008 Tutor: Fred S. Ringo

Subject: Commercial law LS 106 Seminar Materials No. 3

The first meeting of the Board of Directors was held at [PLACE] on the ____th
day of ____, 20____ at _____ o'clock __.M.

Present:
[Name 1]
[Name 2]
[Name 3]

constituting a quorum of the Board.

[Name 3] acted as Chairman and [Name 3] was appointed temporary

Secretary of the meeting.

The Secretary presented and read a waiver of notice of the meeting, signed
by all the directors.

The minutes of the organization meeting of incorporators were read and

approved.

The following persons were nominated to the offices set opposite their
respective names, to serve for one year and until their successors are chosen
and qualify:

[Name 2]- Chairman

[Name 3]- Vice Chairman
[Name 1]- President
[Name 3]- Secretary
[Name 3]- Chief Financial Officer

All the directors present having voted, the Chairman announced that the
aforesaid had been unanimously chosen as said officers, respectively.

The Chairman thereupon took the chair and the Secretary thereupon entered
upon the discharge of his duties.

Upon motion, duly made, seconded and carried, it was RESOLVED, That the
stock certificates of this corporation shall be in the form submitted at this
meeting.

Upon motion, duly made, seconded and carried, it was RESOLVED, That the
seal, an impression of which is herewith affixed, be adopted as the corporate
seal of this corporation.

The Secretary was authorized and directed to procure the proper corporate
books.

Upon motion, duly made, seconded and carried, it was RESOLVED, That the
officers of this corporation be authorized and directed to open a bank account

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Tanganyika Law School 2008 Tutor: Fred S. Ringo

Subject: Commercial law LS 106 Seminar Materials No. 3

in the name of the corporation, in accordance with a form of bank resolution

attached to the minutes of this meeting.

[Name 3] reported the following balances in the bank accounts of the

corporation at [BANK]:

Savings #___________: $
Checking #__________: $

Upon motion, duly made, seconded and carried, the following preambles and
resolutions were unanimously adopted:

WHEREAS, The following offer has been made to the corporation in

consideration of the issuance of full paid and non-assessable shares of the
corporation:

Price= $______ per share

___ shares issued to [Name 1]
___ shares issued to [Name 2]
___ shares issued to [Name 3]
([Name 1], [Name 2] and [Name 3] hereafter known as "Offerors")

WHEREAS, In the judgment of this Board of Directors of this corporation, said

offer is good and sufficient consideration for the shares demanded therefor
and necessary for the business of this corporation,

Now, therefore, be it RESOLVED, That the aforesaid offer be and is hereby

accepted and that the President and Secretary of this corporation be and
they hereby are authorized and directed to execute in the name and on
behalf of this corporation, and under its corporate seal, such agreement or
agreements as may be necessary in accordance with said offer.

FURTHER RESOLVED, That the President and Secretary be and they hereby
are authorized and directed to issue and deliver in accordance with said offer
certificates of full paid and non-assessable shares of this corporation to the
said Offerors.

Upon motion, duly made, seconded and carried, the following preambles
and resolutions were unanimously adopted:

WHEREAS, The following loans have been offered to the corporation in

consideration of the issuance of promissory notes from the corporation:

[LIST]

WHEREAS, In the judgment of this Board of Directors of this corporation, said

offer is good and sufficient consideration for the loan offered therefore and
necessary for the business of this corporation.

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Tanganyika Law School 2008 Tutor: Fred S. Ringo

Subject: Commercial law LS 106 Seminar Materials No. 3

Now, therefore, be it RESOLVED, That the aforesaid offer be and is hereby

accepted and that the proper officers of this corporation be and they hereby
are authorized and directed to execute in the name and on behalf of this
corporation, and under its corporate seal, such agreements, copies of which
are attached hereto, as may be necessary in accordance with said offer.

Upon motion, duly made, seconded and carried, it was RESOLVED, That in
compliance with the laws of the State of [State], this corporation have and
continuously maintain a registered office within the State of [State] and have
an agent at all times in charge thereof, upon which agent process against this
corporation may be served, and that the books and records of the corporation
shall be available for examination by any stockholder for any proper purpose
as provided by law.

Upon motion, duly made, seconded and carried, it was RESOLVED, That the
proper officers of the corporation be and they hereby are authorized and
directed on behalf of the corporation, and under its corporate seal, to make
and file such certificate, report or
other instrument as may be required by law to be filed in any state, territory,
or dependency of the United States, or in any foreign country, in which said
officers shall find it necessary or expedient to file the same to authorize the
corporation to transact business in such state, territory, dependency or
foreign country.

Upon motion, duly made, seconded and carried, it was RESOLVED, That the
Chief Financial Officer be and hereby is authorized to pay all fees and
expenses incident to and necessary for the organization of the corporation.

There being no further business, the meeting upon motion adjourned.

These constitute a proper record of the proceedings of the Board on that

date.

________________________ ________________________
Chairman Secretary