Thursday, August 7, 2008

Ratify the Constitution and Hold Fixed Elections for Your Company

This is not legal, financial, or business advice. Deal with that fact and read on...

Okay, now that we had our certified Articles of Organization and a comprehensive Operating Agreement, we had to gather all the founding members (George Washington and the bunch) to ratify the company in an organizational first meeting. Typically, company-wide meetings require advance notice, but since this is the first meeting of a new company, all members just needed to sign a waiver of notice for the meeting to be official. Once we ratified the Articles (kind of like the Declaration of Taxation by the State) and Operating Agreement (kind of like the Constitution), we had to confirm the managers and possibly elect officers. As an LLC, we didn't have to elect officers, so we didn't. We might want to do so in the future, but there was no need at the time.

The cool thing about most LLCs is the flexibility of giving titles to those running the company. I could have been the Emperor of Rome if the members let me. In the end, the managers were just managers. I'm a manager, with the simple title of manager, who happens to wield a significant amount of power within the company.

Anyhow, the point of the organizational meeting was to approve of the company and set out a game plan for the rest of the company's start up period - getting an EIN, FBN statement, business license, bank account, etc. We were a bit official (LLCs needn't be as official as Inc.'s but we were anyway), and we got lots of boring, administrative stuff over with in the process.

The meeting and all its resolutions were recorded in the meeting minutes. I served as the ad hoc secretary at the time. All relevant documents were placed in the company binder. (I forgot to mention that the incorporating company provided a nice-looking binder and official company seal as part of their service.)

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