POSSIBLE HUMAN RESOURCE MANAGEMENT STRATEGIES

. WORK FLOWS

 Organize for efficiency or innovation
 Organize for control or flexibility
 Use specialized or broad job categories
 Use detailed or loose work planning


STAFFING

 Use internal or external recruitment
 Who makes hiring decision
 What’s important in hiring


EMPLOYEE SEPARATIONS

 How to downsize
 Hiring freeze
 Support for terminated employees
 Preferential or non-preferential rehiring process


PERFORMANCE APPRAISAL

 Customized or uniform appraisals
 Appraisal for developmental or control purposes
 Multipurpose or focused appraisals
 Use multiple or one input


TRAINING AND DEVELOPMENT

 Buy or develop skills
 Individual or team-based training
 On-the-job or external training
 Job-specific or generic training


COMPENSATION

 Fixed-pay or variable system
 Job-based or individual pay
 Seniority-based or performance based system
 Centralize or decentralize pay decisions

EMPLOYEE AND LABOR RELATIONS

 Top-down or bottom-up communications
 Interactions with labor unions
 Adversarial or cooperative relationship


EMPLOYEE RIGHTS

 Use discipline as control or learning
 Protect employees’ or organization’s rights
 Formal or informal ethics program


CURRENT HRM STRATEGIES

 Employees as significant resource
 High-tech human resources approach


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POSSIBLE HUMAN RESOURCE MANAGEMENT STRATEGIES

POSSIBLE FINANCIAL AND ACCOUNTING STRATEGIES

. EVALUATING FINANCIAL PERFORMANCE

 How often
 How much analysis


FINANCIAL FORECASTING, PLANNING, AND BUDGETING

 Percent of sales forecast
 Discretionary financial needed model
 Sustainable rate of growth model


FINANCIAL MIX

 Financial structure / capital structure
 Short-term vs. long-term fund sources
 Permanent rate of growth model


OTHER FINANCIAL MANAGEMENT DECISIONS

 Capital budgeting choices
 Stock dividend policy
 Capital budgeting
 Cash flow management
 Cash and marketable securities management
 Account receivable and inventory management
 Use term loans or leases


CURRENT FINANCIAL/ACCOUNTING STRATEGIES

 Cash flow management by all employees
 Make-or-buy production capacity


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POSSIBLE FINANCIAL AND ACCOUNTING STRATEGIES

ORGANIZATION WIDE GOALS

. Following are example of wide goals you can set for your organization. This helps to stay focus on a clear mission and a vision for your company.


 Increased earnings


 Increased revenues


 High product quality


 Strong customer satisfaction


 Positive reputation/image


 Increased productivity


 Strong global presence


 Increased market share


 Maximized stockholder wealth


 Happy employees and good working conditions


 Respect of laws and regulations


 Etc…


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ORGANIZATION WIDE GOALS

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One Minute Goal Setting

. Quantitative goals
Sales ($)
Sales (unit)
Profit ($)
Profit (% sales)
Market share
Company net worth ($)
Number of Employees
Qualitative goals
Market position
Kind of business
Target markets
Business culture or style

Other (specify):

Potential conflicts between personal and business goals:

Comments:

……

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One Minute Goal Setting

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MANAGEMENT AUDIT

. 1. PRODUCTION/OPERATIONS
A. Purchasing
Does the organization have reliable and reasonably priced suppliers?
Does the organization have a purchasing program in place?

B. Inventory Control
Does the organization have effective inventory control policies and procedures?
Does the organization know our inventory turn?
Is slow-moving stock managed?
Have the organization established rational reordering policies?

C. Scheduling
Do goods and materials move through the business without tie-ups and problems?
Does the organization know how long each job should take?
Have production/operations goals been established, and are work activities aimed at achieving these goals?
Do production/operations employees use appropriate operations planning and controlling tools and techniques?

D. Quality Control
Does the organization do well on quality assessments?
Are inferior incoming materials returned to vendors?
Are reject rates minimized?
Does the production/operations process work smoothly and with little disruptions?
Does the organization have a “do it right the first time” policy?
Has the organization developed any particular competencies in the area of production/operations?

E. Facilities
Are facilities strategically located close to resources and markets?
Are facilities, offices, machinery, and equipment in good working condition?
Does the organization have an appropriate amount of capacity?
What is the organization safety record?

F. Insurance
Does the organization have an annual insurance review?
Are the proper risks covered?
Does the organization put your insurance package out to bid every year?

……

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MANAGEMENT AUDIT

Checklist_Possible Information Systems Strategies

. SYSTEM TECHNOLOGY

 Manual or computer-based


TYPES OF INFORMATION SYSTEMS

 Transaction processing system
 Office automation system
 Knowledge work system
 Management information system
 Decision support system
 Executive support system


CURRENT INFORMATION SYSTEMS STRATEGIES

 Electronic data sharing
 Paperless systems
 Internet and world wide web

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Checklist_Possible Information Systems Strategies

Checklist_Conducting a Brainstorming

. Creative thinking requires tools such as the brainstorm and the affinity diagram. Brainstorming is simply listing all ideas put forth by a group in response to a given problem or question. In 1939, a team led by advertising executive Alex Osborn coined the term "brainstorm." According to Osborn, "Brainstorm means using the brain to storm a creative problem and to do so" in commando fashion, each brainstormer audaciously attacking the same objective." Creativity is encouraged by not allowing ideas to be evaluated or discussed until everyone has run dry. Any and all ideas are considered legitimate and often the most far-fetched are the most fertile. Structured brainstorming produces numerous creative ideas about any given "central question". Done right, it taps the human brain's capacity for lateral thinking and free association.

A brainstorm starts with a clear question, and ends with a raw list of ideas. That's what it does well - give you a raw list of ideas. Some will be good, and some won't. But, if you try to analyze ideas in the brainstorming session, you will ruin the session. Wait. Later, you can analyze the results of a brainstorm with other quality improvement tools. In particular, affinity diagramming is designed to sort a raw list, using "gut feel" to begin to categorize the raw ideas. It is most often the next step beyond brainstorming.

Before beginning any effective brainstorming session, ground rules must be set. This doesn't mean that boundaries are set so tightly that you can't have fun or be creative. It does mean that a code of conduct for person to person interactions has been set. It's when this code of conduct is breached that people stop being creative.

The best way to have meaningful ground rules is to have the team create their own. Try performing a mini-brainstorming session around creating brainstorming ground rules. It should provide a nice opportunity to practice the skills necessary for an effective brainstorming session. This also allows the team to take ownership of acceptable and unacceptable behaviors. Only if the team hasn't addressed the key ground rules should you (as the facilitator) add to the list. Once the ground rules list is generated, be sure to gain consensus that the session will be conducted according to them, and post them in a highly visible location in the room.

……

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Checklist_Conducting a Brainstorming

CHARACTERISTICS OF COMPETITIVE STRATEGIES

.  Organization seeks innovation
 Demonstrated ability to survey dynamic environment and develop new product/services to fit the changing environment
 Frequently and continually innovating, developing, and testing new products/services
 Competitors are uncertain about prospector’s future strategic decisions and actions

 Searches for market stability
 Produces only a limited product line for a narrow segment of total potential market
 Seeks to protect its well-established business
 Does whatever is necessary to aggressively prevent competitors from entering their turf
 Can carve out and maintain niches within their industries that competitors find difficult to penetrate

 Strategy of analysis and imitation
 Thoroughly analyzes new business ideas before deciding to jump in
 Watches for and copies the promising successful ideas of prospectors
 Lacks coherent strategic plan
 Simply reacts to environmental changes
 Makes strategic adjustments only when finally forced to do so
 Unable to respond quickly to environmental changes because resources/capabilities are lacking or are not developed or exploited properly



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CHARACTERISTICS OF COMPETITIVE STRATEGIES

ASSESSING THE SUPPORT ACTIVITIES IN THE VALUE CHAIN

. PROCUREMENT

 Have we developed alternate source for obtaining needed resources?
 Are resources procured in a timely fashion? At lowest possible cost? At acceptable quality level?
 How efficient and effective are our procedures for procuring large capital expenditures resources such as plant, machinery, and buildings?
 Are criteria in place for deciding n lease-versus-purchase decisions?
 Have we established sound long-term relationship with reliable suppliers?


TECHNOLOGY DEVELOPMENT

 How successful have our R&D activities been in product and process innovations?
 Is the relationship between R&D employees and other departments strong and reliable?
 Have technology development activities been able to meet critical deadlines?
 What is the quality of our organization’s laboratories and other research facilities?
 How qualified and trained are our laboratory technicians and scientists?
 Does our organizational culture encourage creativity and innovation?


HUMAN RESOURCES MANAGEMENT

 How effective are our procedures for recruiting, selecting, orienting, and training employees?
 Are there appropriate employee promotion policies in place and are they used effectively?
 How appropriate are reward systems for motivating and challenging employees?
 Do we have a work environment that minimizes absenteeism and keeps turnover at reliable levels?
 Are union-organization relations acceptable?
 Do managers and technical personnel actively participate in professional organization?
 Are levels of employee motivation, job commitment, and job satisfaction acceptable?


FIRM INFRASTRUCTURE

 Is our organization able to identify potential external opportunities and threats?
 Does our strategic planning facilitate and enhance the accomplishment of organizational goals?
 Are value chain activities coordinated and integrated throughout the organization?
 Can we obtain relatively low-cost funds for capital expenditures and working capital?
 Does our information system support strategic and operational decision making?
 Does our information system provide timely and accurate information on general environmental trends and competitive conditions?
 Do we have good relationships with our stakeholders including public policy makers and interest groups?
 Do we have a good public image of being a responsible corporate citizen?


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ASSESSING THE SUPPORT ACTIVITIES IN THE VALUE CHAIN

ASSESSING THE PRIMARY ACTIVITIES IN THE VALUE CHAIN

. INBOUND LOGISTICS

 Is there a materials control system? How well does it work?
 What type of inventory control system is there? How well does it work?
 How are raw materials handled and warehoused?
 How efficiently are raw materials handled and warehoused?


OPERATIONS

 How productive is our equipment as compared to our competitors?
 What type of plant layout is used? How efficient is it?
 Are production control systems in place to control quality and reduce cost? How efficient and effective are they in doing so?
 Are we using the appropriate level of automation in our production processes?


OUTBOUND LOGISTICS

 Are finished products delivered in a timely fashion to customers?
 Are finished products efficiently delivered to customer?
 Are finished products warehoused efficiently?


MARKETING AND SALES

 Is marketing research effectively used to identify customer segments and needs?
 Are sales promotions and advertising innovative?
 Have alternative distribution channels been evaluated?
 How competent is the sales force? Is their level of motivation as high as it can be?
 Does our organization present an image of quality to our customers?
 Does our organization have a favorable reputation?
 How brand loyal are our customers? Does our brand loyalty need improvement?
 Do we dominate the various market segments we are in?


CUSTOMER SERVICE

 How well do we solicit customer input for product improvement?
 How promptly and effectively are customer complaints handled?
 Are our product warranty and guarantee policies appropriate?
 How effectively do we train employees in customer educations and service issues?
 How well do we provide replacement parts and repair services?


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ASSESSING THE PRIMARY ACTIVITIES IN THE VALUE CHAIN

AFFINITY DIAGRAM

. An Affinity Diagram is a creative process, used with or by a group, to gather and organize ideas, opinions, and business issues, among other things. It is generally conducted in combination with a branstorming session.


AN AFFINITY DIAGRAM IS USED FOR:

1. Adding structure to a large or complicated issue

2. Breaking down a complicated issue into broad categories

3. Gaining agreement on an issue or situation


STEPS IN CONSTRUCTING AN AFFINITY DIAGRAM:

1. State the issue or problem to be explored. Start with a clear statement of the problem or goal and provide a time limit for the session-usually 45-60 minutes is sufficient.

2. Brainstorm ideas for the issue or problem. Each participant should think of ideas and write them individually on index cards, sticky notes, or have a recorder write them on a flip chart.

3. Collect the cards or sticky notes, mix them up and spread them out (or stick them) on a flat surface. Index cards can easily be secured to a wall with a putty-type adhesive.

4. Arrange the cards or sticky notes into related groups. For approximately 15 minutes allow participants to pick out cards that list related ideas and set them aside until all cards are grouped.

5. Create a title or heading for each grouping that best describes the theme of each group of cards.


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AFFINITY DIAGRAM

OUTSOURCING AGREEMENT FOR ADMINISTRATIVE SERVICES AND TECHNOLOGY DEVELOPMENT

. This Outsourcing Agreement for Administrative Services and Technology Development (the Agreement”), is effective as of [DATE] (the "Effective Date").



BETWEEN: [SERVICE PROVIDER NAME] (the "Service Provider"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



AND: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



RECITALS

WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE].

WHEREAS, the Client is in the business [DESCRIBE] and possesses the Intellectual Property rights to develop, market, and otherwise exploit [PRODUCTS/SERVICES] listed below and further described in the SCHEDULE A (the "Products"):

WHEREAS, the Client Web site, [ADDRESS] (the "Client Web Site") is designed to sell the Products here above mentioned.

WHEREAS, the Client desires to have access to and the use of certain assets of which Service Provider is the owner or licensee.

WHEREAS, the Client also desires to engage Service Provider to perform certain technology services including Web hosting and source code development services.

WHEREAS, in this Agreement, in exchange for services provided, Service Provider is transferred the right to use the Client Web Site as its own Web site in its efforts to resell Client’s Products. The Client may also provide custom versions of the Client Web Site to other Distributors for use in their own names ("Private Label").

WHEREAS, the Client is desirous of engaging the Service Provider and the Service Provider is willing to accept such engagement, to provide services hereunder describe to the Client in connection with the Product.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows:

……

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OUTSOURCING AGREEMENT FOR ADMINISTRATIVE SERVICES AND TECHNOLOGY DEVELOPMENT

Executive Summary

. Business Description: Briefly describe the general nature of your company. From this section the investor must be convinced of the uniqueness of the business and gain a clear idea of the market in which the company will operate.

Company Background: Provide a short summary of your company background.

Management: List senior management and prior experience


Products/Services: Convey to the investor that the company and product truly fill an unmet need in the marketplace. The characteristics that set the product and company apart from the competition need to be identified (competitive advantage).

Technologies/Special Know-how: In this section, highlight whatever aspects of your product that may be protected by current IP or patent law. Provide evidence of how your offerings are different and will be able to develop a barrier to entry for potential competitors.

Markets: Provide a clear description of your target market, and any market segments that may exist within that market. Include potential market size and growth rate. Also, mention your revenue model in this section.

Distribution Channels: Indicate which channels will be used to deliver your products/service to your target markets (i.e. website, direct sales force,VARs, channel partners, etc…).

Competition: List any current or potential direct and indirect competition. Briefly describe the competitive outlook and dynamics of the relevant market in which you will operate.

……

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Executive Summary

BUSINESS PLAN GUIDELINES

. Every business can benefit from the preparation of a carefully written business plan. The purpose of the business plan is to:

1. Help you think through the venture and ensure you have considered all your options and anticipated any potential difficulties.

2. Convince lenders and investors that you are in control of the project and that their money will be safe with you.

3. Serve as an operating guide as you turn your idea into a viable business.

4. Furnish a standard against which to judge future business decisions and results.


Give your plan a businesslike appearance by typing on high quality paper and putting it in a vinyl or cardstock binder or a three-ring binder.


REFINING YOUR BUSINESS PLAN

The generic business plan outline should be modified to suit your specific type of business and the audience for which the plan is written.


1. For Raising Capital

For Bankers
Bankers want assurance of orderly repayment. If you intend using this plan to present to lenders, include:
 Amount of loan
 How the funds will be used
 What will this accomplish (how will it make the business stronger?)
 Requested repayment terms (number of years to repay). You will probably not have much negotiating room on interest rate, but may be able to negotiate a longer repayment term, which will help cash flow.
 Collateral offered, and list of all existing liens against collateral

For Investors
Investors have a different perspective. They are looking for dramatic growth, and they expect to share in the rewards.
 Funds needed short term
 Funds needed in 2 to 5 years
 How company will use funds, and what this will accomplish for growth.
 Estimated return on investment
 Exit strategy for investors (buyback, sale, or IPO)
 Percent of ownership you will give up to investors
 Milestones or conditions you will accept
 Financial reporting to be provided
 Involvement of investors on the Board or in management
2. Refine for Type of Business

Manufacturing
 Present production levels
 Present levels of direct production costs and indirect (overhead) costs
 Gross profit margin, overall and for each product line
 Possible production efficiency increases
 Production/ Capacity limits of existing physical plant
 Of expanded plant (if expansion is planned)
 Production/ Capacity limits of existing equipment
 Of new equipment (if new equipment is planned)
 Prices per product line
 Purchasing and inventory management procedures
 Anticipated modifications or improvements to existing products
 New products under development or anticipated

Service Businesses
Service businesses sell intangible products. They are usually more flexible than other types of business, but they also have higher labor costs and generally very little in fixed assets.
 Prices
 Methods used to set prices
 System of production management
 Quality control procedures
 Standard or accepted industry quality standards
 How is labor productivity measured?
 What percent of total available hours are actually billed to customers?
 Breakeven billable hours
 Percent of work subcontracted to other firms
 Profit on subcontracting?
 Credit, payment, and collections policies and procedures
 Strategy for keeping client base
 Strategy for attracting new clients

High Technology Companies
 Economic outlook for the industry
 Does company have info systems in place to manage rapidly changing prices, costs, and markets?
 Is company on cutting edge with its products and services?
 What is the status of R&D? And what is required to:
 Bring product/service to market?
 Keep the company competitive?
 How does the company:
o Protect intellectual property?
o Avoid technological obsolescence?
o Supply necessary capital?
o Retain key personnel?
 If your company is not yet profitable or perhaps does not yet even have sales, you must do longer-term financial forecasts to show when profit take-off will occur. And your assumptions must be well document and well argued.


Retail Business
 Company image
 Pricing:
o Explain markup policies.
o Prices should be profitable, competitive and in accord with the company image.
 Calculate your annual inventory turnover rate. Compare this to industry average for your type store.
 Customer service policies: should be competitive and in accord with company image.
 Location: Does it give the exposure you need? Is it convenient for customers? Is it consistent with company image?
 Promotion: methods used, cost. Does it project a consistent company image?
 Credit: Do you extend credit to customers? If yes, do you really need to, and do you factor the cost into prices?



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BUSINESS PLAN GUIDELINES

Stock Ledger and Capitalization Summary

.
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Stock Ledger and Capitalization Summary

Stock Certificate and Common Stock

. Number____

[Name of Corporation]
A [STATE] Corporation

[# Issued] Shares
[COMMON/PREFERED] Stock

This certifies that [SHAREHOLDER] is the record holder of [NUMBER ISSUED] shares of [COMMON/PREFERED] stock of [NAME OF CORPORATION] transferable only on the share register of the corporation, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed or assigned.

This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and the By-Laws of the corporation and any amendments thereto.

A statement of all of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights may be obtained by any stockholder, upon request and without charge, at the principal office of the corporation.

WITNESS the signatures of its duly authorized officers this [DAY] of [MONTH], [YEAR].


[NAME OF SECRETARY], Secretary [NAME OF PRESIDENT], President



SEE RESTRICTIVE LEGENDS ON REVERSE



For Value Received [NAME] hereby sells, assigns, and transfers unto, [NAME], [NUMBER] shares represented by the within certificate and hereby irrevocably constitutes and appoints [ATTORNEY] to transfer the said shares on the share register of the within named corporation with full power of substitution in the premises.

Dated [DATE]

In presence of ______________________________ _________________________________
Witness Stockholder


NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER [CODE OR LAW]. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.


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Stock Certificate and Common Stock

SHAREHOLDERS AGREEMENT

. This Shareholders Agreement (the “Agreement”) is made and effective [DATE],


BETWEEN: [CORPORATION NAME] (the "Corporation"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [FIRST SHAREHOLDER NAME] (the "First Shareholder"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [SECOND SHAREHOLDER NAME] (the "Second Shareholder"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [THIRD SHAREHOLDER NAME] (the "Third Shareholder"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


WITNESSETH:

WHEREAS, the present distribution of shares of the Corporation is as follows:

……

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SHAREHOLDERS AGREEMENT

PRE-INCORPORATION DESIGNATION OF DIRECTORS

. This Pre-Incorporation Agreement (the “Agreement”) is made and effective [DATE],

BETWEEN: [FIRST INCORPORATOR NAME] (the "First Incorporator"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

AND: [SECOND INCORPORATOR NAME] (the "Second Incorporator"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

TERMS

1. All the parties to this Pre-Incorporation Agreement shall be the first directors of the corporation upon its organization, and shall serve as such until their several successors are elected and qualify pursuant to the bylaws of the corporation. The first directors shall [SERVE WITHOUT REMUNERATION OR EACH RECEIVE THE SUM OF [AMOUNT] FOR EACH MEETING OF THE BOARD, REGULAR OR SPECIAL, ACTUALLY ATTENDED OR AS THE CASE MAY BE].

2. [NAME], one of the first directors of the corporation, shall serve as its general manager until [his or her] successor is duly selected and qualified, shall perform all services required of [him or her] in the general management and operation of the business of the corporation, and shall receive for such services as general manager a salary of [AMOUNT] of [MONTH OR YEAR].

3. The By-laws shall provide that the officers of the corporation shall consist of a president, a vice-president, and a secretary-treasurer [ADD OTHER OFFICERS, AS REQUIRED]. The first officers of the corporation, who shall take office and serve immediately upon its formation and until duly relieved by the board of directors, shall be [NAME], president; [NAME], vice-president; [NAME], secretary-treasurer; [ADD OTHER APPOINTEES, IF ANY]. Until and unless the board of directors otherwise provides, the [MONTHLY OR YEARLY] salaries of the officers shall be as follows:

President: [AMOUNT]
Vice-president: [AMOUNT]
Secretary-treasurer: [AMOUNT]

Pending specification of the duties of the corporate officers in the By-laws, they shall perform the duties customarily performed by such officers in similar business corporations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

FIRST INCORPORATOR 　　　　　　SECOND INCORPORATOR
　　　　　　　　　　
Authorized Signature Authorized Signature 　　　　　　　　　　
Print Name and Title　　 Print Name and Title

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PRE-INCORPORATION DESIGNATION OF DIRECTORS

PRE-INCORPORATION AGREEMENT

. This Pre-Incorporation Agreement (the “Agreement”) is made and effective [DATE],


BETWEEN: [FIRST PARTNER NAME] (the "First Partner"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [SECOND PARTNER NAME] (the "Second Partner"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



AND: [THIRD PARTNER NAME] (the "Third Partner"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


RECITALS

First Partner now owns and operates a [DESCRIBE] business in [STATE/PROVINCE] known as [DESCRIBE] Company, and he [she] would like to incorporate that business and Second Partner and Third Partner agree to take a certain amount of the stock in the corporation.


TERMS

1. Company has been inventoried by the above-named parties and it is agreed between them that Company, including all personal property, namely: [DESCRIBE], and everything used and kept in business, including all book accounts, is to show a value of [VALUE] net and is to be taken in by corporation at those figures.

2. Second Partner agrees to pay in cash the amount of [AMOUNT], the receipt of which is acknowledged, and from the date of signing this contract is an owner of an undivided one-half interest in [DESCRIBE] as set forth above.

3. It is agreed to incorporate the company under the laws of the State of [STATE/PROVINCE] for [AMOUNT], and that stock shall be issued [AMOUNT] to First Partner and [AMOUNT] to Second Partner as their interest may appear.

4. It is agreed that when corporation is formed, and stock issued, First Partner will sell to Third Partner, [AMOUNT] of stock, and Second Partner agrees to sell an equal amount of stock to Third Partner, the intention being that as soon as the corporation is incorporated all of the above-named parties are to have an equal amount of stock in the corporation.

5. It is agreed by Third Partner that he [she] will purchase the above described stock as set forth, paying for it by giving an individual note to the respective parties for the amount of stock received from them, and that the stock will be deposited with them as collateral security for payment of the note. The note will be dated [DATE], and due three years from that date with interest at [%] percent and until the corporation is completed. Third Partner is a partner to a [%] interest in the business.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


FIRST PARTNER 　　　　　　　　SECOND PARTNER

　　　　　　　　　　
Authorized Signature Authorized Signature
　　　　　　　　　　
Print Name and Title Print Name and Title


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PRE-INCORPORATION AGREEMENT

CERTIFICATE OF INCORPORATION

. This Certificate of Incorporation of [NAME] (the “Agreement”) is made and effective [DATE],

BY: [INCORPORATOR NAME] (the "Incorporator"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


1. NAME OF CORPORATION

The name of the corporation is [NAME OF CORPORATION].


2. ADDRESS OF CORPORATION

The address of the registered office of the corporation in the State of [STATE/PROVINCE]. The name of its registered agent at that address is [NAME].


3. PURPOSE OF CORPORATION

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.


4. TOTAL NUMBER AND VALUE OF SHARES

The total number of shares of stock which the corporation has authority to issue is [NUMBER] shares, all of which shall be Common Stock, [AMOUNT] par value per share.


5. BOARD OF DIRECTORS

The Board of Directors of the corporation shall have the power to adopt, amend or repeal By-Laws of the corporation, but the stockholders may make additional By-Laws and may alter or repeal any By-Law whether adopted by them or otherwise.


6. ELECTION OF DIRECTORS

Election of directors need not be by written ballot except and to the extent the By-Laws of the corporation shall so provide.

7. LIABILITIES

To the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the Delaware General Corporation Law is hereafter amended to authorized the further elimination or limitation of the liability of a director, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


INCORPORATOR 　　　　　　　　COMPANY

　　　　　　　　　　
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CERTIFICATE OF INCORPORATION

BY-LAWS OF CORPORATION

. These By-Laws of [CORPORATION] (the “Agreement”) are made and effective [DATE].


1. CORPORATE OFFICES

1.1. Principal Office
The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of [STATE/PROVINCE]. If the principal executive office is located outside [STATE/PROVINCE] and the corporation has one or more business offices in [STATE/PROVINCE], then the Board of Directors shall fix and designate a principal business office in [STATE/PROVINCE].

1.2. Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places.


2. MEETINGS OF SHAREHOLDERS

2.1. Place Of Meetings
All meetings of shareholders shall be held at any place within or outside the State of [STATE/PROVINCE] designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation or at any place consented to in writing by all persons entitled to vote at such meeting, given before or after the meeting and filed with the Secretary of the corporation.

2.2. Annual Meeting
An annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual meeting of shareholders.

2.3. Special Meetings
Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 and 2.5 of these By-Laws, by the Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than [%] of the votes at that meeting.

If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than [NUMBER] nor more than [NUMBER] days after the receipt of the request. If the notice is not given within [NUMBER] days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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BY-LAWS OF CORPORATION

ARTICLES OF INCORPORATION

. These Articles of Incorporation (the “Agreement”) are made and effective [DATE],


BY: [INCORPORATOR NAME] (the "Incorporator"), an individual / a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [REGISTERED AGENT NAME] (the "Registered Agent"), an individual / a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


1. ARTICLES OF INCORPORATION OF [CORPORATION NAME]

The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of [STATE/PROVINCE].


2. NAME

The name of the corporation shall be:


3. NATURE OF BUSINESS

This corporation may engage in or transact any and all lawful activities or business permitted under the laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation.


4. CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [NUMBER] shares of common stock having a par value of [VALUE] per share.


5. ADDRESS

The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is: [NAME]


6. SPECIAL PROVISIONS

The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance.

7. TERM OF EXISTENCE

This corporation shall exist perpetually.


8. LIMITATION OF LIABILITY

Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought
against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any director,
stockholder or officer may be entitled as a matter of law.


9. SELF DEALING

No contract or other transaction between the corporation and other corporations, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in a contract or transaction, or are directors or officers of any other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in
such contract, act or transaction, or in any way connected with such person or person's firm or corporation, and each and every person who may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested. Any director of the corporation may vote upon any transaction with the corporation without regard to the fact
that he is also a director of such subsidiary or corporation.

This corporation shall have a minimum of [NUMBER] director(s). The initial Board of Directors shall consist of:

[NAME] and [FUNCTION]
[NAME] and [FUNCTION]


10. DESIGNATION OF AND ACCEPTANCE BY REGISTERED AGENT

The Registered Agent agrees and accepts service of process; to keep the office open during prescribed hours; to post my name (and any other officers of said corporation authorized to accept service of process at the above designated address) in some conspicuous place in the office as required by law.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


INCORPORATOR REGISTERED AGENT


　　　　　　
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ARTICLES OF INCORPORATION