Organizational Meeting Minutes of a Texas L.L.C.–Fort Worth, Texas Business Lawyers

_______________________, LLC

Organizational Meeting Minutes

 

 

 

  1. Convening of Meeting.

 

The organizational meeting of the managers was held pursuant to the provisions of the Texas Limited Liability Company Act at the offices of ________, Fort Worth, Texas ______, on ____________, 2015, immediately following the Members meeting.

 

The following were present:

 

_________Name(s)______, Managing Member

Chris Vickers, Company Counsel

 

______Name(s)____ was appointed chairman of the meeting, and Chris Vickers was appointed secretary of the meeting.

 

 

  1. Acceptance of Articles of Organization

 

The secretary then presented and read to the meeting a copy of the Articles of Organization and reported on that on ____________, 2003 the original thereof was filed in the office of the Secretary of State of the State of Texas and that the Secretary of State issued a formal Certificate of Organization to the company on that date.

 

Upon motion duly made, seconded and carried, it was

 

RESOLVED, that the Articles of Organization of ____________________, LLC be accepted and approved in all respects.

 

 

  1. Regulations

 

The Secretary then presented a proposed form of regulations for the regulation and management of the affairs ____________________, LLC. The proposed regulations were considered and upon motion duly made, seconded and unanimously adopted, it was:

 

RESOLVED, that the form of Regulations submitted and reviewed at this meeting are adopted as the Regulations of _____________________, LLC

 

 

  1. Officers

 

The chairman of the meeting then called for the election of officers of ____________________________, LLC. The following persons were nominated to the office preceding their name:

 

President                       ______Name(s)___________

 

No further nominations being made, the nominations were closed and the Managers proceeded to vote on the nominees. The chairman announced that the foregoing nominees were elected to the offices set before their respective name.

 

 

  1. Membership Interest Certificates

 

The secretary submitted to the meeting a specimen Membership Interest Certificate proposed for use as ___________________, LLC’s Certificate for Membership Interest. Upon motion duly made, seconded and carried, it was

 

RESOLVED, that the specimen Membership Interest Certificate presented to this meeting be and hereby is adopted as the form of Certificate for Membership Interest in _____________________, LLC.

 

It was ordered that the specimen Membership Interest Certificate be appended to the minutes of the meeting.

 

 

  1. Limited Liability Company Record Book

 

Secretary presented a record book of ______________________-, LLC containing a copy of the Articles of Organization, the Certificate of Organization, the Regulations previously approved at the meeting, the Membership Interest Certificate stubs, and the Membership Interest transfer ledger. On motion duly made, seconded and unanimously adopted, it was

 

RESOLVED, that (1) the record book presented to this meeting by the Secretary is approved and adopted, and the action of the Secretary in inserting in it the Articles of Organization, the Certificate of Organization, and the regulations, is ratified and approved, and (2) the Secretary is instructed to authenticate the record book, to retain custody of it, and to insert in it the minutes of this meeting and of other proceedings of the Members, Managers, and any committee established by the Managers, and to keep records pertaining to the issuance and transfer of Membership Interest in the Membership Interest Certificate stubs and Membership Interest transfer book respectively.

 

 

  1. Membership Interest Issued

 

Upon motion duly made, seconded and carried, it was

 

RESOLVED, that the Managers of __________________, LLC be, and they hereby are, authorized to issue from time to time authorized Membership Interests of _________________, LLC for money paid, labor done, promissory note, or personal property or real estate or leases thereof actually acquired by, upon such terms as the Managers in their discretion may determine. Such agreement must be unanimous.

 

The chairman stated that an offer(s) to purchase one hundred percent (100%) of the Membership Interest of ______________________, LLC be issued to the following in the percentages set opposite their names and for the consideration stated next thereto:

 

________Name(s)__________               100%    $1,000

 

That the Managing Members of _______________, LLC are authorized to issue additional Membership Interest to appropriately qualified purchasers.

 

 

  1. Commencing Business

 

The chairman announced that consideration had been received for the issuance of Membership Interest, and that consequently _________________, LLC was able to commence and transact business and to incur indebtedness.

 

 

  1. Organizational Expenses

 

Upon motion duly made, seconded and carried, it was

 

RESOLVED, that the treasurer of ____________________, LLC be and hereby is authorized to pay all charges and expenses incident to or arising out of the organization of and to reimburse any person who has made any disbursement therefor.

 

 

  1. Bank Account

 

The chairman then stated that it was desirable to maintain a depository for the funds of _______________, LLC. Thereupon, on motion duly made, seconded and unanimously adopted, it was

 

RESOLVED, that the Managing Members be and hereby are authorized to open a bank account on behalf of ___________________, LLC with any banks the president deems appropriate.

 

 

  1. Office

 

Upon motion duly made, seconded and carried, it was

 

RESOLVED, that an office of ____________________, LLC be established and maintained at ____________________-(address) and that meetings of the Managers from time to time may be held either at the principal office or at such other place as the Managers shall from time to time order.

 

 

  1. Licenses, Permits

 

Additionally, the Managing Members of _____________, LLC were directed to obtain in the name of ____________, LLC such other licenses and tax permits as may be required for the conduct of the business of ____________, LLC by any federal, state, county, or municipal governmental statute, ordinance, or regulations, and to do all things necessary or convenient to qualify to transact its business in compliance with the laws and regulations of any appropriate federal, state, or municipal governmental authority.

 

 

  1. Other States

 

Upon motion duly made, seconded and carried, it was

 

RESOLVED, that for the purpose of authorizing to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for ___________, LLC to transact business, the proper officers of ____________, LLC are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and, under the limited liability company seal, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize to transact business therein.

 

 

  1. Fiscal Year

 

On motion duly made, seconded and carried, it was

 

RESOLVED, that the fiscal year of ______________, LLC shall be the calendar year ending December 31 subject to change, as appropriate, at the discretion of the Managers by resolution.

 

 

  1. Carry On Business

 

Upon motion duly made, seconded and carried, it was

 

RESOLVED, that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories.

 

 

  1. Adjournment

 

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned.

 

 

Dated this ____ day of ___________, 2015.

 

 

__________________________________

_____Name(s)________, Managing Member

 

A true copy of each of the following papers referred to in the foregoing minutes is appended hereto:

 

Specimen Membership Interest Certificate

Articles of Organization

Regulations

 

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