An organizational board consent, often referred to as "organizational consent" or "initial board consent," is a formal written document used at the inception of a startup. It's used to record the initial actions and decisions made by the board of directors without holding a formal board meeting.
The organizational board consent typically covers foundational decisions and actions necessary to set up the startup for operation. Below are some common items that might be included in an organizational board consent:
- Ratification of Actions: The board may ratify or confirm actions taken by the incorporators or officers on behalf of the corporation before its formal organization.
- Adoption of Bylaws: The board formally adopts the bylaws of the corporation, which outline the rules and procedures for how the corporation will operate and be governed.
- Election of Officers: The board appoints the initial officers of the corporation, such as the CEO, President, Secretary, Treasurer, and any other necessary officers.
- Issuance of Stock: The board authorizes the issuance of shares of stock to the initial shareholders, often specifying the number of shares, type of stock (e.g., common or preferred), and the price per share.
- Bank Accounts: The board may authorize the opening of bank accounts for the corporation and designate who has signing authority on those accounts.
- Fiscal Year: The board may establish the corporation's fiscal year.
- Appointment of Accountants or Auditors: The board might appoint an accounting firm to handle the corporation's financial matters or conduct audits.
- Approval of Agreements: The board may approve foundational agreements, such as lease agreements for office space, employment agreements for key personnel, or other initial contracts.
- Regulatory and Compliance Matters: The board may authorize certain actions related to regulatory compliance, such as obtaining necessary business licenses or permits.
- Other Initial Business: Any other initial matters necessary for the operation and governance of the corporation may be addressed, such as setting up an office, purchasing insurance, or establishing compensation for officers.