Asatte Press Holds Initial Directors and Shareholders Meetings

Asatte Press, Inc. Logo

Asatte Press, Inc. held three important corporate meetings on Saturday July 16, 2011 at B.B. Rover’s, 12101 Jollyville Road, Austin in the state of Texas.

The Initial Meeting of Directors

A corporation is a sort of democratic society with regular meetings at which shareholders elect directors, approve resolutions and so on. Forming a new corporation does involve a certain chicken-and-egg start-up element: Who organizes the meetings if no meeting has yet been held?  Most states, including Texas, solve this problem by having initial directors named in the document that registers the new corporation. In the case of Texas, this document is called the Certificate of Formation.

After the Certificate of Formation is filed, these initial directors meet and tidy up the remaining aspects of getting the corporation off the ground.

This initial meeting of directors was convened at 7:00 PM on Saturday, July 16, 2011 at B.B. Rover’s, 12101 Jollyville Road, Austin in the state of Texas.

The following directors were in attendance at the meeting and constituted a quorum of the board:

  • David Hetherington
  • Tomoko Hetherington

On motion and by unanimous vote, David Hetherington was appointed chairperson and then presided over the meeting. Tomoko Hetherington was elected secretary of the meeting.

Certificate of Formation

The chairperson announced that the Certificate of Formation filed with the Texas Secretary of State on 13 June 2011. The corporate secretary was asked to place a file‐stamped copy of the articles or filing receipt showing this filing in the corporation’s records book.

Bylaws

the bylaws were adopted unanimously by the initial directors

A proposed set of bylaws of the corporation was presented for adoption. On motion duly made and seconded, the bylaws were unanimously adopted.

Appointment of Officers

On motion, the following persons were unanimously appointed to the following offices:

  • President (CEO): David Hetherington
  • Treasurer (CFO): David Hetherington
  • Secretary:  Tomoko Hetherington

 Corporate Seal

A corporate seal was approved and an impression was made in the meeting minutes.

Stock Certificates

the investors

Funds were accepted from the investors and …

 

 

 

 

 

the secretary affixes the seal of the corporation to the stock certificates

….stock certificates were issued in exchange for those funds.

Accounting Period

After discussion and on motion duly made and seconded, it was resolved that, the accounting period of this corporation ends on June 30th of each year.

There being no further business, the meeting was adjourned.

 

The First Annual Meeting of Shareholders

Conveniently, the corporation was formed just before the end of the planned fiscal year.  As such, Asatte Press was ready for its first annual meeting of shareholders.

the shareholders

The first annual meeting of shareholders of the corporation was held at B.B. Rover’s, 12101 Jollyville Road, Austin in the state of Texas, on 16 July 2011, at 7:30PM for the purpose of electing directors of the corporation.

David Hetherington acted as chairperson, and Tomoko Hetherington acted as secretary of the meeting. The chairperson called the meeting to order. The secretary announced that the meeting was called by the chairperson.

The secretary announced that an alphabetical list of the names and numbers of shares held by all shareholders of the corporation was available and open to inspection by any person in attendance at the meeting.

The chairperson announced that the next item of business was the nomination and election of the board of directors for an initial one‐year term of office. The following nominations were made and seconded:

Names of Nominees

  • David Hetherington
  • Tomoko Hetherington

The secretary next took the votes of shareholders entitled to vote for the election of directors at the meeting, and, after counting the votes, announced that the following persons were elected to serve on the board of directors of this corporation for an initial term of office:

Names of Board Members

  • David Hetherington
  • Tomoko Hetherington

On motion duly made and carried by the affirmative vote of a majority of shareholders in attendance at the meeting,

There were no further resolutions adopted at the meeting.

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

The First Annual Meeting of the Board of Directors

the newly elected board of directors

The first annual meeting of the board of directors of the corporation was held at B.B. Rover’s, 12101 Jollyville Road, Austin in the state of Texas, on 16 July 2011, at 7:45PM for the purpose of reviewing the prior year’s business, discussing corporate operations for the upcoming year, and for the transaction of any other business that may properly come before the meeting.

David Hetherington acted as chairperson, and Tomoko Hetherington acted as secretary of the meeting. The chairperson called the meeting to order. The secretary announced that the meeting was called by the chairperson.

The secretary announced that the following directors were present at the meeting:

Name of Director

  • David Hetherington
  • Tomoko Hetherington

The above directors, having been elected to serve on the board for an initial one‐year term by the shareholders at the first annual meeting of shareholders held on 16 July 2011, accepted their positions on the board. The secretary then announced that the presence of these directors at the meeting represented a quorum of the board of directors as defined in the bylaws of this corporation.

The secretary announced that the minutes of the initial directors meeting held on 16 July, 2011 at 7:00 PM were read at the meeting. After discussion, a vote was taken and the minutes of the meeting were approved by the directors in attendance.

There were no special reports presented.

The chairperson announced that the next item of business was the appointment of the officers and of standing committee members of the corporation to an initial one‐ year term of office. After discussion, the following persons were appointed to serve in the following capacities as officers, committee members or in other roles in the service of the corporation for the upcoming year:

Name                                    Title

David Hetherington            President

David Hetherington            Treasurer

Tomoko Hetherington         Secretary

The next item of business was the determination of compensation or fringe benefits to be paid or awarded for services rendered the corporation by employees and staff. After discussion, it was determined that no compensation could be planned at this time.

There were no further resolutions at the meeting.

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

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