At least annually, shareholders and directors meetings must be held, or an action by unanimous consent prepared, to elect directors and officers and approve the major activities of the corporation. Shareholders elect directors and approve certain major actions, such as amendment of Articles of Incorporation or By-laws, merger with another entity, or sale of substantially all the corporation’s assets. Directors make most substantial business decisions and elect officers who run the corporation on a day to day basis. The corporation is required to send out a notice stating the date, time and place of the annual meeting in advance a number of dates as set by statute or by the corporation’s By-laws. Shareholder or directors can waive the notice by a specific written waiver form or by attendance at the meeting.
A brief set of minutes of a special meeting or action by unanimous consent should also be prepared whenever the corporation issues additional stock or enters into a formal agreement, especially e.g., if the corporation employs other managerial persons, takes out a loan, acquires a major asset or lease, or adopts a retirement, pension, medical reimbursement, or stock option plan. The corporation must send out a notice of special meeting as in the case of an annual meeting, and must also include the purpose of the meeting.
These forms are provided so you may provide the necessary information for preparation of minutes or actions by unanimous consent.
Annual Meeting Checklist.docx [checklist in Word format]