Hold the organizational board meeting

← Back to the checklist

Exactly what to do

1. 5.1Gather what the meeting needs
   Nothing happens at this step but collecting; get these four things ready and the meeting itself is twenty minutes.
   1. A time and a way to meet. Pick a date, invite the whole board, and paste the agenda into the invite: adopt the bylaws; adopt the conflict-of-interest policy; elect officers (president, secretary, treasurer at minimum); set the fiscal year; authorize the bank accounts and the 501(c)(3) application; ratify the incorporator’s actions. Zoom is fine; no recording needed.
   2. The bylaws on screen. Your filled-in bylaws from step 4, open in a tab you can screen-share (that IS the document the board adopts; print it only if you're meeting in person).
   3. The conflict-of-interest policy on screen. Same deal: keep the policy open in a second tab; in person, print it and bring pens.
   4. Remote? The signing link. Create it below and paste it into the invite; when the board adopts the policy, everyone opens it and signs from wherever they’re sitting.

   To create the signing link, save your organization name first (step 1.2); the policy is generated with the name on it.

2. 5.2Convene and vote down the agenda
   Everything is prepared, so this is just votes: work through the agenda from your invite, one motion and one vote per item. The board adopts the documents as presented, elects the officers, and authorizes the bank accounts and the 1023. If it runs past half an hour, something wasn’t ready in step 5.1; that's the whole trick.
3. 5.3Fill the minutes as you go, sign, and store
   Minutes are the one-page written record of what the meeting decided, and you don't write them: the builder below IS the meeting. Work down the agenda with your board, tick each item as it's voted, and name the officers when you reach that item. Afterward the elected secretary signs, on paper (print, sign, scan) or via “Sign online instead” under the download buttons, which returns the minutes plus signature as one PDF. Upload the signed copy below, alongside the signed conflict-of-interest policy from the meeting: your 1023, your bank, and your state's SGO vetting all draw from this folder.

   Run the meeting from this list; we write the minutes as you go

   Meeting dateTime (e.g. 7:30 PM)How you metIn personVideo call (Zoom, Meet, etc.)Where

   Who attended

   Your board roster is empty; add people in step 1.4 and they appear here as checkboxes.

   The agenda, tick each item after the board votes it

   Every item below is scripted word for word: who speaks, and exactly what they say, in order. The pattern is always motion → second → vote, with a majority of those present carrying it, unanimity is never required. (Sole director? Skip the ritual and simply resolve each item yourself.) Only ticked items go into the minutes, so the document records what actually happened.

   And who's the chairperson? Not a separate job, and not an outsider: it's whichever director runs the meeting, the one who calls each item and asks “All in favor?” For this first meeting that's naturally you, the founder who convened it; from the next meeting on, chairing is normally part of the president's role.

   1. 1. Adopt the bylawsAny director“I move that we adopt the bylaws as presented.”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it → tick the box.
      “As presented” means this document: your filled-in bylaws ↗ (open it on screen or have the printout in hand).
   2. 2. Adopt the conflict-of-interest policyAny director“I move that we adopt the conflict-of-interest policy as presented.”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it → tick the box.Passed? Now EVERYONE signs its disclosure statement while you're together (voting is majority; signing is everyone): in person, pass the printed policy around; on video, drop the signing link below into the chat and watch the signatures land.
      The document being adopted: the conflict-of-interest policy ↗. And here's the signing link to share, create it now if you haven't:

      To create the signing link, save your organization name first (step 1.2); the policy is generated with the name on it.

   3. 3. Elect the officersRun this little sequence three times; president, then secretary, then treasurer. Read the office's role (below) aloud first.Any director“I nominate [full name] as president.”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it; that office is filled.Type the elected name below, then repeat the sequence for secretary, then treasurer. Tick the box only when all three are elected.

      President. Runs the organization and chairs board meetings; signs contracts, filings, and the 1023; the public face when the state or a school calls.

      Secretary. Officially accountable for the records: minutes of every meeting, the records book, certified copies when the bank or state wants an official document. Anyone can TYPE the minutes (you're probably doing it right now, whoever you are); the secretary reviews and signs them.

      Treasurer. The money officer: bank accounts, the books, the budget, tracking the 90/10 scholarship-spending ratio, and the numbers behind the annual Form 990.

      Can one person hold two offices? Usually yes: most states let one person hold any number of offices, but a few bar specific combinations (California, for example, says the secretary and treasurer may not also be the president). Pick your state in step 1 and your state's exact rule appears here.

   4. 4. Set the fiscal yearAny director“I move that our fiscal year end on December 31 (or the date you choose).”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it → tick the box.
   5. 5. Authorize the bank accountsAny director“I move that the officers be authorized to open bank accounts in the corporation's name, including a separate account used exclusively for §25F contributions, and to designate authorized signers.”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it → tick the box.
   6. 6. Authorize the 501(c)(3) applicationAny director“I move that the officers be authorized to prepare and file the application for 501(c)(3) tax-exempt status.”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it → tick the box.This vote is what lets an officer act later without calling another meeting.
   7. 7. Ratify the incorporator's actionsAny director“I move that all actions taken by the incorporator in connection with forming the corporation be ratified, confirmed, and approved.”A different director“Second.”Chairperson“All in favor?”Hands up (or say “aye” on video). A majority of those present carries it → tick the box.One blanket yes covering the articles filing and the EIN. That's the whole meeting; adjourn.

   Officer names save to your account, so you'll be asked to sign in when you enter them.

   Download minutes as PDF *Copy full text0 of 7 agenda items in the minutes so far.

   * You must add your organization name first: save it in guide step 1.2 and it fills in here automatically.

   Signed organizational-meeting minutes

   Upload the signed copy; the bank asks for these when you open accounts.

   Sign in to upload

   Conflict-of-interest policy (adopted + signed)

   The copy everyone signed at the meeting (paper scan or the downloaded signed record); the 1023 and state vetting both want it.

   Sign in to upload

What trips people up

• Skipping the meeting because “it's just the three of us.” The officer elections, bank authorization, and 1023 authorization all legally trace to this meeting, and the bank WILL ask for the minutes when you open accounts.
• Writing a transcript instead of minutes. One page of who-attended-and-what-was-resolved beats ten pages of dialogue; nobody ever needs to know who said what.
• Forgetting the conflict-of-interest disclosure signatures while everyone is in the room. Chasing three signatures by mail takes longer than the meeting did.

Questions people actually ask