Whether you have one shareholder or many, all states require corporations to hold an annual shareholder meeting and record the minutes. Most corporations, especially smaller organizations, only hold one meeting a year, therefore making recording the meeting very important.
Recording the minutes properly can be a tedious task. The paralegals at Virtual Paralegal Services are trained to precisely document the minutes of the meeting and produce an accurate account for future reference. Listed below are some of the main elements to include in your annual shareholder meeting minutes.
Basic Information About the Meeting
Minutes should include the location of the meeting, date and time of the meeting, as well as who called the meeting to order. The president, acting as chair of the meeting, may conduct the meeting.
Often a corporation states the meeting date in the bylaws and therefore notice is determined as already given. If that is not the case, the minutes must document how proper notice was given to the shareholders.
Attendance and Quorum
What makes up a quorum depends on each individual state law. Sometimes a corporation’s bylaws require that an even greater number must be present for a quorum. However, no matter what the state laws and bylaws specify, a quorum must be present in order to take any vote at the annual shareholder meeting.
The individuals in attendance should be specifically documented with their name and whether they appeared in person. Shareholders may be allowed to appear by proxy. Proxy rules are determined through individual state laws as well as corporation bylaws.
The chairman or president may give a general report about the corporation. The corporation may choose to inform the shareholders about the business and finances of the corporation. In addition they should inform the shareholders about any changes to shareholder’s stock. It should be documented if any additional handouts were provided to the meeting attendees.
Approval of Previous Minutes
Towards the beginning of the meeting, the secretary or paralegal will submit the prior meeting’s minutes to be approved. After reviewing the minutes, the shareholders will vote to approve and adopt the minutes. This should be recorded in the current annual meeting’s minutes.
Nomination/Election of Directors and (if applicable) Officers
One of the most important purposes of the annual meeting is to elect the directors and officers for the upcoming year. The annual shareholder meeting minutes must state the individuals nominated as well as who has been elected and with what vote count. As stated before, any vote that is taken requires a quorum.
Any Other Actions or Proposals Needed
Annual meetings are a time for the shareholders and executives to interact. Any issues or decisions within the corporation that need to be resolved can be brought up at the meeting. All information, including the vote counts, should be documented.
Before adjournment, the next annual meeting can be determined and recorded in the minutes. This takes care of the issue of notice for shareholders for the next meeting.
Annual shareholder meetings are important to the management of a corporation. Contact us today to find out how the paralegals at Virtual Paralegal Services can assist in creating the most comprehensive account of your annual meetings.