Sample Minutes of Board of Directors’ Meeting
MINUTES OF THE ORGANIZATIONAL MEETING
OF THE
BOARD OF DIRECTORS
OF
[NAME OF CORPORATION]
Held at
[VENUE OF THE MEETING]
on [DATE]
PRESENT: ALSO PRESENT:
|
[DIRECTORS
PRESENT]
|
[OTHER PERSONS PRESENT
SUCH AS OFFICERS, SHAREHOLDERS, CORPORATE SECRETARY, COUNSEL]
|
1. Call to Order
The Chairman of the Board of
Directors, [NAME OF CHAIRMAN], called the meeting to order and presided over
the same. The Corporate Secretary, [NAME
OF CORPORATE SECRETARY], recorded the minutes of the meeting.
2. Certification of Quorum
The Corporate Secretary
certified that a quorum was present for the
transaction of business by the Board, there being present all the directors of the Company.
3. Certification of Election
of Directors
The Corporate Secretary
certified that the following were elected directors of the Corporation for the
year [PRESENT YEAR] until their successors shall have been duly elected and
qualified:
[NAMES OF THE MEMBERS OF THE BOARD OF DIRECTORS]
4. Approval of Minutes of Previous Meeting
Upon motion duly made and
seconded, the directors approved the minutes of the organizational meeting of
the Board held on [DATE].
5. Election of Officers
The Chairman announced that
the next item in the agenda is the election of the officers of the Corporation
for the current year [PRESENT YEAR].
Upon motion duly made and seconded, the following were elected officers
of the Corporation:
President: [NAME]
Executive
Vice-President and Treasurer: [NAME]
Executive
Vice-President and Plant Manager: [NAME]
Vice-President
for Production: [NAME]
Vice-President
for Maintenance: [NAME]
Vice-President
for Environment and External Affairs: [NAME]
Corporate
Secretary: [NAME]
Asst.
Corporate Secretary: [NAME]
[NAME] was designated by the
Board of Directors to be the Corporation’s Assistant Treasurer.
6. Other Matters – Declaration of Dividends
The Chairman discussed with
the Board the proposal to declare cash dividends after reviewing the result of
the Corporation’s operations. A copy of
the audited financial statements as of December 31, 2020 was distributed among
the directors. The retained earnings of
the Corporation as of December 31, 2020 is US$670,635,902. Based on the financial statements presented
by the Chairman to the Board, it was agreed that the Corporation is in a
position to declare cash dividends in the total amount of US$600,000,000.
After due discussion, upon
motion duly made, seconded and approved, it was:
RESOLVED, that the Corporation
hereby declares cash dividends in the total amount of Six Hundred Million
United States Dollars (US$600,000,000), to be distributed among shareholders of
record as of December 31, 2020 pro-rata to their respective shareholdings,
based on the number of shares held by them as of December 31, 2020.
RESOLVED FURTHER, that the
cash dividends shall be paid not later than ____________.
RESOLVED FINALLY, that the
Treasurer be and is hereby authorized and directed to arrange payment of the
cash dividends (net of withholding tax, if any) on the due date to the
shareholders entitled to the cash dividends.
7. Adjournment
There being no other business to transact, the meeting
was thereupon adjourned.
ATTEST:
[NAMES OF THE MEMBERS OF THE BOARD OF DIRECTORS]
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