First Meeting of Organizers

First Meeting of Organizers
The meeting of the organizers of (name of national bank, in organization) a national
banking association, created and existing under and by virtue of the laws of the United
States, was held at
(a.m. or p.m.), in (name of city or town), state of
_______________ on the
day of
,
, pursuant to call and waiver
of notice by all the organizers.
Upon motion duly made, seconded, and carried,
was chosen as chairperson
of the meeting and
was elected as secretary of the meeting.
The roll of the organization was called and the following organizers, representing a
majority of the organizers, were present in person (list each organizer separately). The
following organizers did not attend (list each organizer separately).
The chairperson announced that the first order of business was to execute the Articles
of Association and Organization Certificate and to forward those documents to the
OCC. On motion duly made, seconded, and carried, the following resolution was duly
adopted.
RESOLVED that the Articles of Association and Organization Certificate of this
association be adopted and filed with the Comptroller of the Currency.
The chairperson announced that the Articles of Association provide that the number of
directors shall be fixed by resolution at the first meeting of shareholders, but that
number may not be less than five nor more than 25, unless the OCC has granted
permission for the board to have more than 25 directors. On motion made, seconded,
and carried, the following resolution was duly adopted:
RESOLVED that the number of organizing directors until the first meeting of
shareholders of the association be fixed at
.
The chairperson called for the nomination of organizing directors. The following
persons, who were cleared by the OCC (including the chief executive officer (CEO)),
were nominated for the office of organizing director of the association to serve until the
first meeting of shareholders and until their respective successors have been duly
elected and qualified (list each nominee separately).
No further nominations having been made, the nominations were closed, and the
organizers proceeded to vote on the nominees. The vote having been taken and
counted, the nominees were found to have been duly elected organizing directors of the
association to serve until the first meeting of shareholders and until their respective
successors are duly elected and have qualified.
The OCC’s preliminary conditional approval letter was discussed and is attached to
these minutes. The chairperson advised the board that it is to advise the OCC [and the
FDIC (if the bank is to be an insured institution)] at any time during the organization
phase if a significant change occurs.
After discussion, (organizing chairperson, secretary, or chief executive officer) was
designated as the person to initiate and receive all future correspondence from the OCC
(contact person). [If the contact person has changed from the application phase, add
the following statements: On motion duly made, seconded, and carried, the following
resolution was duly adopted.

RESOLVED that the board of directors:
•

Revoke the appointment of contact person, dated (date) that designated
(name) as the contact person in connection with the charter application.

•

Designate (name), who lives at (number and street) in (city, state, and ZIP
code), as our new contact person. (Name) may be contacted during
normal business hours by telephone at (phone number) and by e-mail at
(e-mail address).

•

Authorize (new contact person’s name) to represent us before the OCC, to
receive all correspondence and documents from the OCC, to keep the
organizers informed of all communication with the OCC, and except when
the OCC requires personal action by the organizers, to do what is
necessary to apply for and organize a national bank.

The chairperson directed the secretary to notify the OCC of (name)’s designation.]
There being no further business to come before the meeting, on a motion duly made
and seconded, the meeting was adjourned.

________________________
Chairperson of the Meeting
________________________
Secretary of the Meeting