The Corporate Records Handbook: Meetings, Minutes & Resolutions / Edition 5

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Overview

All the forms you need to keep your corporation valid in the eyes of the IRS and courts.

If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time.

Because meeting minutes are the primary paper trail of a corporation's legal life, it's important to know when and how to prepare these minutes. The Corporate Records Handbook provides all the forms (plus instructions) you need, including:

  • Call of Meeting

  • Meeting Participant List

  • Notice of Meeting

  • Certification of Mailing

  • Acknowledgment of Receipt of Notice of Meeting

  • Shareholder Proxy

  • Meeting Summary Sheet

  • Minutes of Annual Shareholders' Meeting

  • Minutes of Special Shareholders' Meeting

  • Minutes of Annual Directors' Meeting

  • Minutes of Special Directors' Meeting

  • Waiver of Notice of Meeting

  • Approval of Corporate Minutes By Directors of Shareholders

  • Cover Letter for Approval of Minutes of Paper Meeting

  • Written Consent to Action Without Meeting

    The Corporate Records Handbook also gives you more than 75 additional resolutions -- both as tear-outs and on CD-ROM -- to insert into your minutes. So take a few minutes and read this book -- your corporation deserves it!
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Editorial Reviews

From the Publisher
"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status." Orange County Register

"Should be a part of any serious business library — and any corporate library." Bookwatch

Bookwatch
"Should be a part of any serious business library -- and any corporate library."
Orange County Register
"This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status."
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Product Details

  • ISBN-13: 9781413312034
  • Publisher: NOLO
  • Publication date: 8/8/2010
  • Edition description: Fifth Edition
  • Edition number: 5
  • Pages: 640
  • Product dimensions: 10.80 (w) x 8.22 (h) x 1.27 (d)

Meet the Author

Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation) companies, most recently working on a C++ open-source integrated circuit database project team. He is the author of several Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, and LLC or Corporation?. He wrote and programmed Nolo’s LLC Maker and Incorporator Pro software programs, which generate state-by-state articles and other forms for organizing corporations and LLCs. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.
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Read an Excerpt

Introduction

Calling, providing notice for, holding, and voting at meetings of your directors and shareholders necessarily means becoming familiar with a bucketful of new terminology and procedures. While mastering this material isn't difficult, it does require attention to detail. In this chapter, we provide legal and practical background information about basic corporate documents and the state corporation laws on which they are based.

If you are well organized and feel you understand the purpose of your articles, bylaws, and
minutes, much of the material in this chapter may seem like old hat. If so, you may wish to skip ahead to the next chapter where we present an overview of the common methods of corporate decision making, including corporate meetings and written consents.Organize Your Corporate Records
Anyone who sets up a corporation needs to be able to quickly locate key organizational
documents. Because these are really the constitution of your corporation, you'll refer to them again and again. When using this book to produce corporate minute and consent forms, we will often refer you to these documents.

If you have not already done so, the best approach is to set up a corporate records book
that contains the key documents. You can do this on your own with a three-ring binder or by
using a customized corporate kit designed for the purpose.

Your corporate records book should contain:


  • articles of incorporation


  • bylaws


  • minutes of the first directors' meeting


  • stock certificate stubs or a stock transfer ledger showing the names and addresses of
    yourshareholders, as well as the number and types of shares owned by each


  • minutes of annual and special meetings of directors or shareholders, if any, and


  • written consents.



If someone helped you incorporate, such as a lawyer, accountant, paralegal, or financial
planner, you probably received copies of these documents in a corporate records book, commonly called a corporate kit. However, some lawyers attempt to hold on to corporate records in the hope that you will have them take care of all ongoing technicalities. If so, you will need to request a copy of all corporate documents in your client file. (This is your property, so don't take "No" for an answer.)

If you can't locate a copy of your articles, write your secretary of state's corporate filing office and request a certified or file-stamped copy of your articles. (Appendix B lists state corporate filing offices, with addresses and phone numbers.) It's a good idea to call first so you can include the correct fee, which should be just a few dollars or so.

Articles of Incorporation

The first key organizing document all small business corporations must have is their articles of incorporation. (While most states use the term articles of incorporation to refer to the basic document creating the corporation, some states, including Connecticut, Delaware, New York, and Oklahoma, use the term certificate of incorporation. Washington calls the document a certificate of formation, and Tennessee calls it a charter.) A corporation comes into existence when its articles of incorporation are filed with the state corporate filing office. The articles normally contain fundamental structural information, such as the name of
the corporation, names and addresses of its directors, its registered agent and his or her
office address, and the corporation's capital stock structure.

For the majority of small corporations, there is no other important information in this document. However, larger corporations sometimes adopt articles containing special provisions that impact future decision-making processes of the corporation.

Example:

The Equity Investors Capital Corporation adopts articles that contain a multiclass stock structure consisting of Class A voting shares and Class B nonvoting shares. A special article requires a vote of two-thirds of each class of stock for the approval of amendments (future changes) to the corporation's articles or bylaws.

The Importance of Protecting Your Corporate Status

A corporation is a legal entity that is created and regulated by state laws. For legal, practical, and tax purposes, a corporation is legally separate from any of the people who own, control, manage, or operate it. If you want the advantages of having a corporation, you must follow legal requirements for running it. If you don't abide by the rules, you could find your business stripped of its corporate status -- and the benefits of that status, such as:


  • Limited liability. Corporate directors, officers, and shareholders usually are not personally liable for the debts of the corporation. This means that if the corporation cannot pay its debts or other financial obligations, creditors cannot usually seize or sell a corporate investor's home, car, or other personal assets.


  • Business taxes and flexibility. A corporation is a separate taxable entity. Business income can be sheltered in the corporation among the owner-employees as they see fit to reduce their overall tax liability.


  • Employee fringe benefits. Owner-employees of a corporation are eligible for deductible fringe benefits, such as sick pay, group term life insurance, accident and health insurance, reimbursement of medical expenses, and disability insurance.


  • Commercial loans and capital investment. Lending institutions often give the risk-conscious corporate lender special preferences. Corporations can decide to raise substantial amounts of capital by making a public offering of their shares.


  • Business credibility. Corporations have an air of reputability about them. In other words, although placing an "Inc." after your name will not directly increase sales, it forces you to pay serious attention to the structure and organization of your business, something that is likely to improve all aspects of your business.


  • Perpetual existence. A corporation has an independent legal existence that continues despite changeovers in management or ownership. Of course, like any business, a
    corporation can be terminated by the mutual consent of the owners.


  • Access to capital. Private and public capital markets prefer the corporate form over all other business forms, giving the corporation enhanced access to private and public capital. Public offerings can be made by means of a traditionally underwritten initial public offering (IPO) or a direct public offering (DPO) of shares by the corporation itself to its client or customer base.



Where to get help preparing articles for a new corporation. If you have not yet formed your corporation, Nolo publishes several state-specific books and software that show you how to prepare and file articles with the state's corporate filing office and take other incorporation steps such as issuing stock under state securities laws. If you want to incorporate in California, see How to Form Your Own California Corporation (Nolo). In other states, see Incorporate Your Business (Nolo). If you want information on preparing and filing articles only, your state's corporate filing office may provide samples and instructions for drafting your own articles. Except in South Carolina, you do not need to involve an attorney. (Appendix B lists the name and address
of the corporate filing office in your state.)
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Table of Contents

1. Corporate Documents and Laws
Organize Your Corporate Records
State Corporate Filing Offices
Looking Up the Law Yourself

2. When to Use Corporate Meetings, Minutes, and Written Consents
Three Ways to Make and Document Formal Corporate Decisions
Questions and Answers About Corporate Meetings, Minutes, and Written Consents

3. Preliminary Steps Before Holding a Corporate Meetings
Overview of Corporate Meetings
Steps to Hold a Meeting

4. How to Hold a Meeting of Your Directors or Shareholders
Step 1. Call and Provide Notice of the Meeting
Step 2. Prepare Agenda for the Meeting
Step 3. Prepare Corporate Resolutions in Advance
Step 4. Get Together to Hold the Meeting
Step 5. Hold a Meeting in Cyberspace If You Have the Equipment and Know-How
Step 6. Appoint a Chairperson and Secretary
Step 7. Chairperson Calls the Meeting to Order
Step 8. Secretary Determines Whether a Quorum Is Present
Step 9. Secretary Reads Minutes or Summarizes Business of Last Meeting
Step 10. Officers and Committees Present Reports
Step 11. Handle Any Unfinished Business
Step 12. Introduce and Discuss Specific Proposals
Step 13. Take the Votes of Directors or Shareholders
Step 14. Adjourn the Meeting

5. How to Prepare Written Minutes of Shareholders' Meetings
Preparing Minutes of Annual Shareholders' Meetings
Preparing Minutes of Special Shareholders' Meetings

6. How to Prepare Written Minutes of Directors' Meetings
Choosing the Correct Minutes Form for a Directors' Meeting
Preparing Minutes of Annual Directors' Meetings
Preparing Minutes of Special Directors' Meetings

7. How to Hold a Paper Meetingof Your Directors or Shareholders
Decide Whether to Hold a Paper Meeting
How to Prepare Minutes of Paper Meetings

8. How to Take Action by Written Consent Without a Meeting
Step 1. Check Bylaws for Your State's Written Consent Rules
Step 2. Prepare Written Consent Form
Step 3. Place Signed Consent Forms in Your Corporate Records Book

9. Standard Corporate Business Resolutions
When to Use the Resolutions in this Chapter
Bank Account Resolutions
Resolution to Adopt Assumed or Fictitious Business Name
Resolution to Approve Contract
Real Property Resolutions
Authorization or Ratification of Employee's Authority
Certification, Affidavit, or Acknowledgment of Corporate Decision Making or Document

10. Corporate Tax Resolutions
S Corporation Tax Election
Accumulation of Earnings
Section 1244 Stock Plan
Resolution for Approval of Independent Audit
Selection of Corporate Tax Year
Resolution for Payment and Deduction of Corporate Organizational Costs

11. Resolutions to Amend Corporate Articles and Bylaws
Decide Whether to Amend Articles or Bylaws
Amending Articles of Incorporation
Amending Corporate Bylaws

12. Corporate Hiring and Appointment Resolutions
Hiring and Paying Corporate Employees
Using Independent Contractors
Appointing and Paying Corporate Officers
Compensation for Attending Corporate Meetings
Approval of Indemnification for Corporate Directors, Officers, and Employees

13. Director Conflict of Interest Resolutions
Approval of Business Between the Corporation and Its Directors
Resolutions for Approval of Director Conflict of Interest Transactions
Resolutions for Shareholder Approval

14. Resolutions for Loans to the Corporation
When to Use Corporate Loan Resolutions
Loans to the Corporation by Banks and Other Lending Institutions
Loans to the Corporation by Shareholders and Other Insiders
Promissory Notes Overview
Sample Promissory Note Forms

15. Resolutions for Loans by the Corporation to Insiders
Insider Loan Restrictions Under State Law
Tax Considerations and Consequences of Insider Loans
Resolution for Board and Shareholder Approval of Corporate Loan to Insider
Supporting Documentation -- Promissory Notes
Release of Promissory Note

16. Employee Fringe Benefits and Business Expense Reimbursement Resolutions
Introduction to Employee Fringe Benefits
Group Health, Accident, and Disability Insurance
Self-Insured Medical Reimbursement Plans
Resolution Authorizing Group Term Life Insurance
Authorization of Death Benefit Contract
Payment of Employee Automobile Expenses
Payment of Meals and Lodging
Resolution Authorizing Business Expenses With Corporate Credit or Charge Card
Reimbursement of Employee Business Expenses
Resolution Approving Stock Bonus or Stock Option Plan

17. Corporate Retirement Plan Resolutions
How to Use This Chapter
Overview of Corporate Retirement Plans
Resolutions to Adopt Retirement Plans

18. Stock Dividend Resolutions
Stock Dividend Rules
Stock Dividend Resolutions

19. Stock Issuance Resolutions
Legal and Tax Issues Affecting Stock Issuance
Stock Issuance Resolutions

20. Lawyers, Tax Specialists, and Legal Research
How to Find the Right Lawyer
Finding the Right Tax Adviser
How to Do Your Own Legal Research

A. Appendix A: How to Use the CD-ROM
Installing the Form Files Onto Your Computer
Using the Word Processing Files to Create Documents
List of Files Included on the Forms CD

B. Appendix B: Corporate Contact Information

C. Appendix C: Corporate Minutes Forms

Notice and Minutes Forms
Meeting Summary Sheet
Call of Meeting
Meeting Participant List
Notice of Meeting
Acknowledgment of Receipt of Notice of Meeting
Proxy
Certification of Mailing
Minutes of the Annual Meeting of Shareholders
Minutes of Special Meeting of Shareholders
Minutes of the Annual Meeting of Directors
Minutes of Special Meeting of Directors
Waiver of Notice of Meeting
Approval of Corporate Minutes
Cover Letter for Approval of Minutes of Paper Meeting
Written Consent to Action Without Meeting
Standard Corporate Business Resolutions
Authorization of Treasurer to Open and Use Accounts
Authorization of Treasurer to Open and Use Specific Corporate Account(s)
Authorization of Corporate Account and Designation of Authorized Signers
Authorization of Rental of Safe Deposit Box
Adoption of Assumed Name
Board Approval of Proposed Contract
Approval of Lease
Purchase of Real Property
Authorization of Sale of Real Property
Delegation of Authority to Corporate Employee
Director Ratification of Employee's Acts
Board Ratification of Contract
Rescission of Authority of Employee
Shareholder Ratification of Decisions or Acts
Certification of Board or Shareholder Action
Affidavit of Corporate Decision Making
Acknowledgment
Corporate Tax Resolutions
S Corporation Tax Election
S Corporation Shareholders' Agreement
Accumulation of Corporate Earnings
Qualification of Shares Under Internal Revenue Code Section 1244
Approval of Independent Audit of Corporate Financial Records
Approval of Corporate Tax Year
Payment and Deduction of Organizational Expenses
Resolutions to Amend Corporate Articles and Bylaws
Approval of Amendment to Articles of Incorporation
Approval of Restatement of Articles of Incorporation
Amendment of Articles Form
Approval of Amendment of Bylaws
Corporate Hiring and Appointment Resolutions
Approval of Hiring of Corporate Employee
Approval of Bonuses and Salary Increases
Shareholder Ratification of Employee Pay
Approval of Independent Contractor Services
Appointment of Corporate Officers
Authorization of Payment for Attending Meetings
Annual Director or Officer Stipend for Attendance at Meetings
No Compensation for Attending Corporate Meetings
Indemnification and Insurance for Directors and Officers
Director Conflict of Interest Resolutions
Board Approval of Transaction Benefiting a Director
Directors' Written Consent to Transaction Benefiting a Director
Shareholder Approval of Transaction Benefiting a Director
Shareholder Written Consent to Transaction Involving a Director
Resolutions for Loans to the Corporation
Authorization of Loan at Specific Terms
Authorization of Maximum Loan on General Terms
Unlimited Authorization of Loans for Business Needs
Authorization of Line of Credit
Authorization of Line of Credit With Cap on Each Transaction
Authorization of Loan Terms Secured by Corporate Property
Resolution Approving Loan to Corporation
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Corporate Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Resolutions for Loans by the Corporation to Insiders
Approval of Corporate Loan to Insider
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Release of Promissory Note
Employee Fringe Benefits and Business Expense Reimbursement Resolutions
Authorization of Group Health, Accident, or Disability Insurance for Employees
Adoption of Self-Insured Medical Reimbursement Plan
Purchase of Group Term Life Insurance
Authorization of Employee Death Benefit
Agreement Regarding Death Benefits
Purchase or Lease of Company Car
Authorization of Payment of Standard Mileage Allowance to Employees
Business Meal Expense Allotment for Employees
On-Premises Meals and Lodging to Employees
Authorization of Corporate Credit and Charge Cards for Employees
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Accountable Reimbursement Plan
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Nonaccountable Reimbursement Plan
Authorization of Per Diem Travel Allowance for Employees
Board Approval of Stock Bonus or Stock Option Plan
Corporate Retirement Plan Resolutions
Board of Directors' Adoption of Retirement Plan
Board of Directors' Adoption of Profit-Sharing Plan
Shareholder Ratification of Retirement Plan
Stock Dividend Resolutions
Declaration of Cash Dividend
Authorization of Cash Dividend Payable in Installments
Declaration of Year-End Dividend
Declaration of Regular and Extra Dividend
Declaration of Accumulated Dividend to Preferred Shareholders
Authorization of Property Dividend to Shareholders
Stock Issuance Resolutions
Approval of the Issuance of Shares
Sale and Issuance of Shares for Property
Sale and Issuance of Shares for Indebtedness Canceled
Sale and Issuance of Shares for Services
Sale and Issuance of Capital Stock for Assets and Liabilities of a Business
Bill of Sale and Agreement
Issuance of Shares in Exchange for Assignment of Trademark, Service Mark, Patent, or Copyright
Assignment

Index
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