Sample Minutes and Resolutions

Written Consent of Action Without Meeting
of
the Manager(s)
of
[name of entity]

The undersigned, being the Manager(s) of [name of entity], as named in the Articles of Organization filed with the Secretary of State for [name of state] on , does consent to the following:

Resolved, that …

In witness whereof, the undersigned has executed this Action by Written Consent as of

[date].

[name of entity]

By:

[name of manager(s), position]

 


WAIVER OF NOTICE OF MEETING OF MEMBERS
OF
[name of entity]

 

WE, the undersigned, being all of the members of the Company, hereby agree and consent that the meeting of members of the Company be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof.

 

We do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by any member present thereat.  Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice.

 

Place of Meeting              :

 

Date of Meeting               :

 

Time of Meeting               :

 

Dated:

 

_____________________________

Member

 

_____________________________

Member


WAIVER OF NOTICE OF MEETING OF MANAGERS
OF
[name of entity]

 

WE, the undersigned, being all of the managers of the Company, hereby agree and consent that the meeting of members of the Company be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof.

 

We do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by any manager present thereat.  Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice.

 

Place of Meeting              :

 

Date of Meeting               :

 

Time of Meeting               :

 

Dated:

 

_____________________________

Manager

 

_____________________________

Manager


MINUTES OF THE MEETING
OF THE MEMBERS OF
[name of entity]

 

 

The meeting of the Members of the Limited Liability Company was held on the date and at the place set forth in the written Waiver of Notice signed by all Members, and prefixed to the minutes of this meeting.

 

Present at the Meeting:

 

The following items were discussed and ratified:

 

 

There being no further business, it was resolved that as of the date below, all actions taken at and pursuant to this meeting are hereby ratified and approved, and the meeting was adjourned on the date inscribed in these Meeting Minutes.

 

_________________________                  Dated:_______________20__

Member

 

_________________________                  Dated:_______________20__

Member


MINUTES OF THE MEETING
OF THE MANAGERS OF
[name of entity]

 

 

The meeting of the Managers of the Limited Liability Company was held on the date and at the place set forth in the written Waiver of Notice signed by all Managers, and prefixed to the minutes of this meeting.

 

Present at the Meeting:

 

The following items were discussed and ratified:

 

There being no further business, it was resolved that as of the date below, all actions taken at and pursuant to this meeting are hereby ratified and approved, and the meeting was adjourned on the date inscribed in these Meeting Minutes.

 

_________________________                  Dated:_______________20__

Manager

 

_________________________                  Dated:_______________20__

Manager


Example of resolution to add a member

Written Consent of Action Without Meeting
of The Members of
[name of company]

 

The undersigned, being the sole Member of [name of company] (hereinafter referred to as the “Company”) approves the following actions by written consent in lieu of meeting.

WHEREAS, it would be beneficial for the Company to have two Members to own the Company and two Managers to operate the business;

IT IS THEREFOR

RESOLVED, that [incoming member] shall receive ___________ units of ownership in the Company upon agreement to abide by the terms of the Company operating agreement.  These units shall represent a _________ percent (___%) interest in the Company.

RESOLVED FURTHER, that the Manager of the Company is directed to issue the certificate of ownership to [incoming member] to evidence ___________ percent (___%) ownership in the Company and to add him as a new Member to the Membership list.

RESOLVED FURTHER, that [incoming member] be, and he hereby is, appointed a Manager of the Company until such time as the Annual Meeting of Members is held and his successor is elected and qualifies.

RESOLVED FURTHER, that the Manager of the Company be, and hereby is, authorized, empowered and directed in the name and on behalf of the Company, to execute such other agreements, instruments and other documents, and to take such other actions, as she may approve as necessary, appropriate or desirable in order to perform and otherwise carry out the intents and purposes of the foregoing resolutions, the execution of any such document or the taking of any such action, as applicable, to be conclusive evidence of that approval.

IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of ______(date)________.

 

____________________________

Current Member

I, [incoming member], agree to abide by the terms of the Operating Agreement for [name of company] as of _______________, 2010.

_____________________________
[name of incoming member]


Example of resolution to borrow funds

Written Consent of Action Without Meeting
of The Members of
[name of company]

 

The undersigned, being a majority of the Members of [name of company] (hereinafter referred to as the “Company”) approves the following actions by written consent in lieu of meeting.

WHEREAS, the Company does not have sufficient funds to pay its current obligations (or whatever other reason you have); and

WHEREAS, [your name], a Member of the Company has offered to lend the Company the money required;

IT IS THEREFOR

RESOLVED, that the loan from [your name] in the amount of $____________, evidenced by the promissory note attached, is approved.

This note is secured by the Company’s assets and receivables.

RESOLVED FURTHER, that the Manager of the Company be, and hereby is, authorized, empowered and directed in the name and on behalf of the Company, to execute such other agreements, instruments and other documents, and to take such other actions, as she may approve as necessary, appropriate or desirable in order to perform and otherwise carry out the intents and purposes of the foregoing resolutions, the execution of any such document or the taking of any such action, as applicable, to be conclusive evidence of that approval.

IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of ______(date)________.

 

____________________________

Member

____________________________

Member

Adjust details and sections 7, 8 and Waivers to reflect your specific situation. Speak to your accountant for clarification.

[SECURED]

PROMISSORY NOTE

 

$XX,XXX.00                                                                                                                         Date   __________, 20___

City, State

 

  1. Borrower’s Promise to Pay. FOR VALUE RECEIVED, the undersigned Company, having a primary address located at _________________________________________ (“Borrower”), hereby promises to pay to the order of _______________________________________ (the “Lender”), in lawful money of the United States of America constituting legal tender in payment of all debts and dues, public and private, the principal amount ______________ Thousand Dollars and zero cents ($XX,000.00).

[IF SECURED BY PROPERTY: This Note is issued pursuant to and secured that certain mortgage agreement dated as of the date hereof between the Borrower and the Note Holder relating to the property commonly known as _______________________________ (the “Mortgage”). All capitalized terms not defined herein shall have the respective meanings assigned to them in the Mortgage.

IF SUPPORTED BY A GUARANTOR: This Note is further supported pursuant to Section 7, by the guaranty of _________________, (the “Guarantor”).]

Borrower understands that the Lender may transfer this Note. The Lender, or any successor in interest thereof, is called the “Note Holder”.

  1. Interest. From and after the date hereof (until maturity or default as hereinafter provided), interest on the principal amount outstanding shall accrue at a fixed rate equal to _____________percent (__%) per annum, and computed on the basis of a 365-day year.
  2. Maximum Interest Rate. It is the intention of the Holder that the interest on the Loans that may be charged to, collected from or received from the Company shall not exceed the maximum rate permissible under applicable law.  Accordingly, anything in this Note or any other Loan Document to the contrary notwithstanding, in the event any interest (as so defined) is charged to, collected from or received from the Company by the Holder pursuant hereto or thereto in excess of such maximum lawful rate, then the excess of such payment over that maximum shall be applied to the reduction of the outstanding principal balance of the Loans (without any prepayment premium or penalty), and any portion of such excess payment remaining after payment and satisfaction in full of the Loans shall be returned by the Holder to the Company.
  3. Payment.

(a)          Borrower agrees to pay principal of $XX,XXX with the then accrued interest on or before ________________, 20__.  Borrower shall make its payments to [name of lender], located at [lender’s address] (the “Payment Address”), or at such different place if notified by the Note Holder in writing.

(b)          Said interest shall be payable annually on the [date]  day each and every calendar year  in lawful money of the United States beginning on the [date]  day of  [month] , 20xx , in annual installments of  _____________________________ Dollars ($XXXX), and continuing thereafter until the Maturity Date (as defined below), or until said principal and interest have been paid in full, at [lender’s address] the Payment Address, or at such other place as the holder hereof may designate in writing from time to time.  Each installment payment shall be credited first to the interest then due, and the remainder to the principal.

 

(c)          On _______________, 20__ (the “Maturity Date”), the entire outstanding principal balance of the indebtedness evidenced hereby and all accrued and unpaid interest shall be due and payable in full.

  1. Prepayment. This Note may be prepaid in whole or in part at any time without penalty. If any partial prepayment is made, the Maturity Date and the interest payment dates shall remain in full force and effect.
  2. Event of Default. If Borrower fails to make any payment of principal or interest as the same becomes due and payable, and such failure is not cured within thirty (30) days after  receipt of  written notice thereof or at any time thereafter during the continuance of any such event, the Note Holder may, with or without notice to Borrower, declare this Note and the indebtedness evidenced hereby to be immediately due and payable, whereupon this Note and the indebtedness evidenced hereby shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived.

[7.           Guaranty.  The Guarantor, does hereby personally, irrevocably and unconditionally guarantee all obligations under this Note, including the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all indebtedness, obligations and liabilities of the Borrower to the Note Holder, whether now existing or at any time hereafter incurred which arise out of or are in connection with this Note whether for principal, interest, premium, fees, expenses, attorneys’ fees or otherwise. Any person, who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce their right under this Note against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.]

[8.           NOTE SECURITY AND TRANSFER

If all or any part of the property securing this Note or any beneficial interest in it is sold or transferred without complying with the terms of this Note, as set forth in Paragraph One (1), the Note Holder may at its option require immediate payment in full of all sums owed under this Note.

In the event that the Note Holder is required to defend any action in State or Federal Court seeking to forfeit the rights of the Borrower, pursuant to any State or Federal forfeiture statute, the Borrower agrees to pay any attorneys’ fees which the Note Holder incurs defending the nature and priority of Note Holder’s lien. This Note may not be transferred by Borrower without the written consent of the Note Holder.

This Note is secured by a Mortgage on the real property as legally described in the Mortgage. ]

  1. Waivers. Borrower hereby waives demand, presentment for payment, notice of dishonor, protest, and notice of protest and diligence in collection or bringing suit and agree that the holder hereof may accept partial payment, or release or exchange security or collateral, without discharging or releasing any unreleased collateral or the obligations evidenced hereby.  Borrower further waives any and all rights of exemption, both as to personal and real property, under the constitution or laws of the United States or the State of _______________________.
  2. No Waivers By Lender. The Note Holder’s course of dealing, or forbearance from, or delay in, the exercise of any of the Note Holder’s rights, performance privileges or right to insist upon the Borrower’s strict performance of any provisions contained in this Note, or other loan documents, shall not be construed as a waiver by the Note Holder, unless any such waiver is in writing and is signed by the Note Holder.  The rights and remedies of the Note Holder under this Note shall be cumulative and not alternative.  Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by the Note Holder will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege
  3. Attorneys’ Fees. Borrower agrees to pay reasonable attorneys’ fees and costs actually incurred by the Note Holder hereof in collecting on this Note, whether by suit or otherwise.

 

  1. Miscellaneous. As used herein, the terms “Borrower,” “Lender” and “Note Holder” shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law.  This Note has been negotiated, and is being executed and delivered in the State of _________________. Borrower hereby submits to jurisdiction in the State of ____________.  This Note shall be governed by and be construed in accordance with the laws of the State of ______________.   This Note may not be modified except by written agreement signed by the Borrower and the Holder hereof, or by their respective successors or assigns. Any notice required to be sent to a party under this Agreement will be in writing, effective on receipt by that party, and will be sent by fax, first-class mail or personal delivery to the addresses for such party as set forth in Section 1 hereof.  Either party may change its notice address by giving written notice to the other party at the other party’s notice address.

 

IN WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered as of the date first set forth above.

BORROWER:

By: __________________________________

Its: President/Manager

READ AND APPROVED: [lender] _________________________________________

 

DATE: ______________________________


Example of resolution to authorize Real Estate Transactions

WRITTEN CONSENT OF ACTION WITHOUT MEETING
OF THE MEMBERS OF

[name], LLC
a limited liability company

 

The undersigned, being all the Members of [name], LLC (hereinafter referred to as the “Company”) approve the following actions by written consent in lieu of meeting.

WHEREAS, the Members desire that they should have the power and authority to act for the Company individually in any matter on behalf of the Company;

IT IS THEREFOR

RESOLVED, that any Member be, and hereby is authorized and empowered to act individually on any matter on behalf of the Company, including the acquisition, purchase, management, maintenance and sale of real and personal property, regardless of its value.

RESOLVED FURTHER, that the Members of the Company be, and hereby are, authorized, empowered and directed in the name and on behalf of the Company, to execute such agreements, instruments and other documents, and to take such other actions, as any of them may approve as necessary, appropriate or desirable in order to perform and otherwise carry out the intents and purposes of the foregoing resolution, the execution of any such document or the taking of any such action, as applicable, to be conclusive evidence of that approval.

IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of [date].

 

____________________________
[name], Member

 

_____________________________
[name], Member


WRITTEN CONSENT OF ACTION WITHOUT MEETING
OF THE SOLE DIRECTOR AND SHAREHOLDER OF
[name], INC.
a Corporation

 

The undersigned, being the Sole Director and Shareholder of _______________, Inc. (hereinafter referred to as the “Corporation”) approves the following actions by written consent in lieu of meeting.

WHEREAS, the Director and Shareholder desires that the President should have the power and authority to act for the Corporation individually in any matter on behalf of the Corporation;

IT IS THEREFOR

RESOLVED, that the President be, and hereby is authorized and empowered to act individually on any matter on behalf of the Corporation, including the acquisition, purchase, management, maintenance and sale of real and personal property, regardless of its value.

RESOLVED FURTHER, that the Officers of the Corporation be, and hereby are, authorized, empowered and directed in the name and on behalf of the Corporation, to execute such agreements, instruments and other documents, and to take such other actions, as any of them may approve as necessary, appropriate or desirable in order to perform and otherwise carry out the intents and purposes of the foregoing resolution, the execution of any such document or the taking of any such action, as applicable, to be conclusive evidence of that approval.

IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of ________________, 20xx.

 

____________________________
, Director & Shareholder


Example of resolution to change Tax election to sub-Chapter S

WRITTEN CONSENT OF ACTION WITHOUT MEETING
OF THE MEMBERS OF

[name], LLC
a limited liability company

 

The undersigned, being all the Member[s] of [name], LLC (hereinafter referred to as the “Company”) approves the following actions by written consent in lieu of meeting.

WHEREAS, the Members deem that it would be advantageous to the Company to be taxed under Subchapter S of the Internal Revenue Code of 1986, as amended

IT IS THEREFOR
RESOLVED, that this limited liability company hereby elects to be treated as a Small Business Corporation for federal income tax purposes under Subchapter S of the Internal Revenue Code of 1986, as amended, commencing January 1, 2015.

RESOLVED FURTHER, that the amended Operating Agreement, suitable for a limited liability company taxed under Subchapter S of the Internal Revenue Code of 1986 be, and hereby is, approved, ratified and adopted by the Member and that it be inserted into the Minutes Book in place of the Operating Agreement adopted _____________.

RESOLVED FURTHER, that the Manager of the Company be, and hereby is, authorized, empowered and directed in the name and on behalf of the Company, to execute such other agreements, instruments and other documents, and to take such other actions, as any of them may approve as necessary, appropriate or desirable in order to perform and otherwise carry out the intents and purposes of the foregoing resolutions, the execution of any such document or the taking of any such action, as applicable, to be conclusive evidence of that approval.

IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of [date].

 

____________________________
[name], Member

 

_____________________________
[name], Member


Example of resolution to dissolve the Company

WRITTEN CONSENT OF ACTION WITHOUT MEETING
OF THE MEMBERS OF

[name], LLC
a limited liability company

 

The undersigned, being all the Member[s] of [name], LLC (hereinafter referred to as the “Company”) approves the following actions by written consent in lieu of meeting.

WHEREAS, the Members no longer wish to pursue any business interests in the Company;

IT IS THEREFOR

RESOLVED, that the affairs of the Company be wound down and that the Company be dissolved.

RESOLVED FURTHER, that the Managers of the Company be, and hereby are, authorized, empowered and directed in the name and on behalf of the Company, to execute such other agreements, instruments and other documents, and to take such other actions, as they may approve as necessary, appropriate or desirable in order to perform and otherwise carry out the intents and purposes of the foregoing resolutions, the execution of any such document or the taking of any such action, as applicable, to be conclusive evidence of that approval.

IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of ______(date)________.

 

____________________________
Member

 

____________________________
Member


 

2 replies added

  1. Daphne February 28, 2018

    Thanks for example on loaning money to the business big help.
    Thanks Daphne

  2. Christopher Davis April 24, 2018

    These are PRICELESS! Thank you for sharing these templates with us all. It takes a lot of the guesswork out of trying to figure this out correctly on our own.

    Mahalo!

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