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YOU'RE ONLY FOUR EASY STEPS FROM GETTING YOUR CUSTOMIZED CORPORATE MINUTES
1. In the table below, enter the information specific to your transaction.
2. Use your credit card to pay $14.95 for the custom-tailored Documents.
3. Print the Document that is immediately emailed to you.
4. Have all parties sign the document. Breathe a sigh of relief--you have official, legal corporate minutes!
Type Of Corporate Meeting:
Depending on who attends the meeting and when it is held, Corporate meetings can be categorized into three different types:
The Organizational Meeting, the Special Meeting, and the Annual Meeting. Each one of these meetings can be further
categorized as either a Board of Directors' Meeting or a Shareholder's Meeting. The three types of meetings are explained more fully below.
- Organizational Meeting. The Organizational Meeting is held when the Corporation is first formed. At the organizational meeting, the first directors and officers are named, the corporate address is chosen, the bylaws are approved, the articles of incorporation are approved, a bank is chosen, signatories for the Corporate bank account are approved and other organizational matters are addressed.
- Annual Meeting. The Annual Meeting is held every year, usually at the same time of year, to address certain recurring issues faced by the Corporation. In most Annual Meetings, the Corporate Officers and Directors are either re-appointed or replaced, the major actions of the Directors and Officer from the preceding year are reviewed, Corporate earnings are reported and discussed, and other major Corporate events are discussed and approved or rejected.
- Special Meeting. The Special Meeting is held whenever an unusual Corporate event occurs that cannot wait until the next Annual meeting. Typically, such events include the premature removal of a Corporate director or officer, the merger, bankruptcy or dissolution of the Corporation, the ratification of a major new contract of some kind, or any other substantial change in the Corporation's operations and affairs.
Corporate Resolutions:
A corporate resolution is the formal act of the corporation. Obviously, the corporation itself is just an inert entity;
therefore, the corporate "action" must be taken by a person or group of people representing the corporation. In a corporate
context, different people or groups of people have differing authority to take such corporate action. A corporate resolution
can be adopted by the board of directors or the shareholders.
It may help to conceptualize the corporation by comparing it to a vessel at sea. If the corporation is the vessel,
then the three groups on board are the shareholders, the directors, and the officers. The shareholders are like passengers.
They do not participate in the operation of the vessel. They are in almost every respect simply along for the ride. The only
real power the shareholders have is to appoint and remove directors, but this power is great. The board of directors is like the
captain of the ship. The directors as a group decide in general terms where the ship is going and declare that direction in a Resolution.
Finally, the officers of a corporation are like the crew. They handle all the day-to-day chores of keeping the vessel ship-shape,
implement the Resolutions of the directors, and insure that the vessel is headed in the direction plotted out by the directors.
The shareholders become shareholders by investing money or property or services in the corporation. The shareholders
appoint and remove directors by Resolution. The directors, in turn, make policy decisions for the corporation and appoint and remove
officers by corporate Resolution. The officers--such as president, vice-president, secretary and treasurer--manage the corporation on a daily
basis. The officers do not make Resolutions.
Although each of the three different groups have different authority, the same individual person can be a member of any or
all three groups. When the person exercises the authority bestowed on any individual group, he or she is acting only in that
respective role. The way to keep it all straight is to document corporate action in Resolutions, so everyone knows the proper steps
have been taken by the right group.
Directors' Meeting Minutes:
Here you should choose whether you are drafting directors' meeting minutes or shareholders' meeting minutes. The directors must meet at least annually to re-appoint or replace corporate officers and discuss such other issues as they are required to address by the corporate bylaws. In an active corporation, the directors should meet at least once a quarter to review the corporation's operations, earnings, and performance.
Shareholders' Meeting Minutes:
Here you should choose whether you are drafting shareholder's meeting minutes or directors' meeting minutes. Ordinarily, the shareholders meet only once per year at the annual meeting. At the annual meeting the shareholders adopt a resolution either re-appointing or replacing any or all of the directors. Sometimes, however, the shareholders will need to weigh in on a particularly urgent and important issue before the next annual meeting. For these urgent situations a special meeting must be called. At the special meeting the shareholders may vote on issues that will affect their ownership of the company, such as whether to merge with another company or undertake a reverse stock split.
Discussion Section of Minutes:
In this section, you should type in a summary of the discussion that was held before the Directors or Shareholders adopted their resolution.
In well-drafted corporate minutes, there is always a brief summary of the discussion that was held before the group adopted a resolution
or took other action. The discussion shouldn't be a verbatim transcript of who said what. Instead, the discussion should just capture
the general nature of the subject matter and very briefly touch upon differing views presented. The purpose of the discussion section
of the minutes is simply to show that the group considered the various angles of an issue before adopting a resolution. Below is an example:
"Mr. Johnson proposed having the corporation purchase Coventry Court Estates for subdivision
into a development of single family homes. The board discussed the general trend of real estate sales in that area and the
success of neighboring developments. Mrs. Smith noted the risk of a substantial financial loss to the corporation if the
homes didn't sell quickly. The Board discussed ways to minimize the risk of loss. The Board also discussed alternative
means of raising the money necessary to fund the start up of the development."
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