If you are a major stockholder of a corporation, at times you may feel you are spending your whole life in meetings. Yet there are certain meetings which should be on your schedule at least annually – meeting of the shareholders and board of directors.
Every corporation should hold annual shareholder and directors meetings, and possibly one or more special meetings as needed. Even if you are the only shareholder or member of the board, annual meetings are still important for what they can document. For example, minutes of the meeting can prove invaluable in the event of a lawsuit or IRS audit.
The minutes, which summarize the business matters considered and action taken, should be kept for every meeting held. The most useful minutes will reflect the time and place of the meetings and names of persons attending. They will also note if the meeting is a regular or special meeting. If a special meeting, the minutes will document who authorized the meeting, and how and when notice was given.
Topics for inclusion in the annual minutes include:
|Election of the board of directors and officers,|
|Statement of corporate policies,|
|Declaration of dividends,|
|Authorization of contracts involving the corporation,|
|Compensation of officers or key employee,|
|Loans to or from officers or shareholders,|
|Plans regarding liquidation or reorganization of the company,|
|Intended uses of corporate retained earnings,|
|Purchase, lease, or sale of assets,|
|Write off of accounts receivable as bad debts,|
|Acquisition or sale of treasury stock,|
|Investigation of new business opportunities, and|
|Start of business operations in other states.|