Sometimes, in an effort to reduce legal fees, clients conduct corporate annual meetings, and prepare minutes, on their own. Regrettably, if they do not know what they are doing, they can make a mess. Here is a quick overview of how to do things right.
Both California (Corporations Code Section 600(b)) and Delaware (General Corporation Law Section 211(b)) require that every corporation hold an annual meeting of its shareholders to elect directors for the coming year. (In the case of a Delaware corporation, however, the directors may be elected by written consent without calling a meeting.) Any other proper business may be transacted at the shareholder meeting.
The newly-elected board of directors should meet immediately after the shareholder meeting to appoint officers, who will serve at the board’s pleasure for the coming year. Any other proper business may be transacted at the board meeting.
The corporate secretary should attend, and should prepare minutes for, both meetings and should file the minutes in the corporate records book. The minutes should include the following:
- The type, date and location of the meeting
- Attendees (and, in the case of shareholders, the number of shares represented) and whether they attended in person, electronically, or by conference telephone (Please note that California and Delaware law differ as to the circumstances under which participation electronically or by conference telephone are allowed.)
- A statement as to whether the meeting was held pursuant to notice or notice was waived (As applicable, copies of notices, waivers or shareholder proxies should be attached to the minutes.)
- A record of all resolutions that were approved and all other business that was transacted at the meeting
- The secretary’s signature
Check out all posts about annual meetings.
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.