This required section indicates what type of meeting was held. For example, Board of Directors, Shareholders, or a joint meeting of both. Press [Ctrl+F1] for more information.
This required section specifies the type, date and location of the meeting. Press [Ctrl+F1] for more information.
This required section lists the number of directors and/or shareholders required to officially conduct business or take action ("quorum"). Press [Ctrl+F1] for more information.
This required section reflects the number of votes required to approve action(s) taken by the directors and/or share- holders. Press [Ctrl+F1] for more information.
This optional section identifies the persons who chaired the meeting and recorded the minutes. Press [Ctrl+F1] for more information.
This optional section provides for the election of directors. Usually directors are elected at the annual shareholders' meeting. Press [Ctrl+F1] for more information.
This optional section provides for the election of officers. Generally the newly elected Board of Directors elects officers, such as president, vice president, secretary and treasurer. Press [Ctrl+F1] for more information.
This optional section reflects a summary of reports which required no formal vote. Such reports may be made by various officers, directors, or other personnel. Press [Ctrl+F1] for more information.
This optional section reflects the adoption of various documents or plans which were presented and approved by the vote of the directors and/or shareholders. Press [Ctrl+F1] for more information.
This optional section reflects the approval of all the actions of the directors, officers, employees and agents of the corporation. Press [Ctrl+F1] for more information.
This optional section provides for the approval of financial statements. Highlights of the financial statements may also be summarized. Press [Ctrl+F1] for more information.
This optional section reflects the approval of salaries of officers and other employees. Press [Ctrl+F1] for more information.
This optional section reflects the approval of bonuses payable to officers and/or other employees, including the amount of the bonuses. Press [Ctrl+F1] for more information.
This optional section reflects the approval of the payment of directors' fees. Press [Ctrl+F1] for more information.
This optional section reflects the approval of contributions to the corporation's profit sharing plan. It may be important to show such approval for income tax purposes. Press [Ctrl+F1] for more information.
This optional section reflects approval of the payment of dividends. Press [Ctrl+F1] for more information.
This optional section reflects approval to issue shares of stock. Press [Ctrl+F1] for more information.
This optional section reflects authorization to borrow money on behalf of the Corporation. Press [Ctrl+F1] for more information.
This optional section reflects authorization of the officers to open bank accounts. Press [Ctrl+F1] for more information.
This optional section reflects the authorization of other specific corporate actions. (For example, to enter into a lease, purchase an asset, or establish an employee benefit.) Press [Ctrl+F1] for more information.
This optional section provides a "free-form" paragraph to record other corporate matters not covered by any of the preceding options. Press [Ctrl+F1] for more information.
This optional section specifies the time, date and place of the next meeting. Press [Ctrl+F1] for more information.
This required section provides a signature line for the Secretary, acting secretary or other person who will sign the minutes.
Times New Roman
Corporate Minutes
MINUTE
The Minutes document is used to record the official actions taken during a formal meeting of the board of directors and/or shareholders of a corporation.
Enter an X if the meeting was a special or annual meeting of the Board of Directors, shareholders, or both. Joint meetings are most likely to occur if there are fewer than ten shareholders.
Enter the type of persons, for example "directors".
Enter the secretary's name or use the P.I. Manager to select and paste a record. The bylaws may specify that the secretary should record the minutes. If this person is absent, provide the name of the person who actually recorded the minutes.
! Opening Section (1 of 23)
[Note: Before completing the minutes for the first time, it may be helpful to review all of the sections to gain a basic understanding of the available options.]
MINUTES OF THE
Enter the type of meeting which was held or enter your own description in all capital letters, for example "ADVISORY BOARD". Official corporate action is taken by its shareholders or its Board of Directors. A small corporation may have joint meetings of shareholders and directors.
Enter the name of the corporation or edit the information as desired. Use the P.I. Manager to select and paste a record. Enter the corporate name as it appears in the incorporation documents, and not an abbreviation or variation of the name.
! Notice Section (2 of 23)
! A regular meeting of the Board of Directors
! Pursuant to
! notice (a copy of which is attached),
! waiver of notice (copies of which are attached),
! a special
! an annual
meeting of the !
of the above corporation was held on ! at ! at
! the corporation's place of business.
! !, !.
! The purpose of the meeting
Enter an X if the meeting was a regular meeting of the Board of Directors, and not a special or annual meeting.
Enter an X if the meeting was a special or annual meeting of the Board of Directors, shareholders, or both. Joint meetings are most likely to occur if there are fewer than ten shareholders.
Enter an X if notice of the meeting was given to the shareholders and/or directors. Notice may not be required for "regular" meetings of the Board of Directors. Also, notice can be waived. Family Lawyer's "Notice and the Waiver" documents can be used.
Enter an X if notice of the meeting was waived by the shareholders and/or directors. Family Lawyer's "Waiver" document can be used.
Enter an X if the meeting is a special meeting. Shareholders hold "annual" meetings to elect directors and to take other actions required to be taken by shareholders. "Special" meetings are held to consider unusual matters.
Enter an X if the meeting is an annual meeting. Shareholders hold "annual" meetings to elect directors and to take other actions required to be taken by shareholders. "Special" meetings are held to consider unusual matters.
Enter the type of persons, for example "directors".
Using the format MM/DD/YYYY, enter the date of the meeting.
Enter the starting time of the meeting, for example "3:00 p.m.".
Enter an X if the meeting was held at the Corporation's place of business.
Enter an X if the meeting was held at a location other than the Corporation's place of business.
Enter the city in which the meeting was held.
Enter the state/province where the meeting was held.
Enter an X to include the purpose of the meeting. A purpose should be stated in the case of a special meeting.
Enter the purpose of the meeting.
! Quorum Section (3 of 23)
!. QUORUM. A quorum was declared present based on
! the presence of directors
! the presence of shareholders (or proxies)
! the presence of directors and shareholders (or proxies)
! A quorum was declared present based on the presence of
Enter an X if the quorum is based on the number of directors present. The bylaws of the corporation generally specify the number or percentage of directors that must be present in order to officially conduct business or take action.
Enter an X if the quorum is based on the number of shareholders who were either present or represented by proxy. The bylaws of the corporation generally specify the number or percentage of shareholders who must be present in person or by proxy in order to officially conduct business or take action.
Enter an X if the quorum is based on (i) the number of directors present for director's action, and (ii) the number of shares represented by shareholders present or by shareholder proxies.
Enter an X if the quorum is based on the presence of other persons, for example "seven Advisory Board members".
Explain the basis for the quorum by completing the sentence as shown.
! Director's Quorum Section (3 of 23)
A quorum was declared present based on the presence of the following directors:
! - !
! - !
! - !
! - !
! - !
! - !
! - !
! - !
! - !
Enter the director's name or use the P.I. Manager to select and paste a record.
Enter an X to add another director's name.
! Shareholder's Quorum Section (3 of 23)
A quorum was declared present based on the following shareholders who were present
! or represented by proxy
as follows:
Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Copies of the proxies are attached.
Enter an X if the shareholder(s) were represented by proxy.
Enter the shareholder's name or use the P.I. Manager to select and paste a record.
Enter the number of shares owned by the shareholder or edit the information as desired.
Enter an X if the shareholder was present at the meeting.
Enter an X if the shareholder was represented at the meeting by a proxy. A proxy is an agreement (usually written) that permits an agent or a substitute to represent a shareholder at a shareholder's meeting. It is recommended that copies of the proxies be attached to the minutes.
Enter an X to add another shareholder's name.
Enter an X if copies of the proxies are attached to the minutes. It is recommended that copies of the proxies be attached to the minutes.
! Joint Quorum Section (3 of 23)
A quorum was declared present based on the presence of the following directors:
! - !
! - !
! - !
! - !
! - !
! - !
! - !
! - !
! - !
and the following shareholders as owners of the following shares of stock:
Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Shareholder:
Number of Shares: !
! In Person
! Proxy
! Copies of the proxies are attached.
Enter the director's name or use the P.I. Manager to select and paste a record.
Enter an X to add another director's name.
Enter the shareholder's name or use the P.I. Manager to select and paste a record.
Enter the number of shares owned by the shareholder or edit the information as desired.
Enter an X if the shareholder was present at the meeting.
Enter an X if the shareholder was represented at the meeting by a proxy. A proxy is an agreement (usually written) that permits an agent or a substitute to represent a shareholder at a shareholder's meeting. Copies of the proxies should be attached to the minutes.
Enter an X to add another shareholder's name.
Enter an X if copies of the proxies are attached to the minutes. It is recommended that copies of the proxies be attached to the minutes.
! Approval Requirement Section (4 of 23)
The following corporate actions were taken by appropriate motions duly made, seconded, and adopted by the
! majority
! two-thirds
! unanimous
! !%
vote of the ! entitled to vote (unless a higher voting approval is stated).
This required section describes the number of votes required to approve action(s) taken by the directors and/or shareholders. The voting requirements are generally stated in the Corporation's bylaws. The "following corporate actions" are presented in subsequent sections. Press [Ctrl+F1] for more information.
Enter an X if the corporate action(s) were adopted by a majority vote. Generally, corporate action is taken by a simple majority of directors and/or shareholders present (or shareholders represented by proxy) at the meeting.
Enter an X if the corporate action(s) were adopted by a two-thirds majority vote. The shareholders may set approval requirements that are higher/lower than a simple majority. These requirements may apply only to specific types of actions. Press [Ctrl+F1] for more information.
Enter an X if the corporate action(s) were adopted unanimously. The shareholders may set approval requirements that are higher/lower than a simple majority. These requirements may apply only to specific types of actions. Press [Ctrl+F1] for more information.
Enter an X if the corporate action(s) were adopted by some other percentage of vote. The shareholders may set approval requirements that are higher/lower than a simple majority. These requirements may apply only to specific types of actions. Press [Ctrl+F1] for more information.
Enter the percentage by which the corporate action(s) were adopted.
The program completes this field by transferring the information from a previous section. This information may be modified without effecting earlier data. Enter the type of persons, for example "directors".
Directors
! Optional Election of Chair Section (5 of 23)
!. ELECTION OF CHAIRPERSON AND SECRETARY. ! was appointed chairperson of the meeting, and ! was appointed as secretary to prepare a record of the proceedings.
Enter an X to include an optional section which provides for the election of a chairperson and secretary of the meeting.
Enter the chairperson's name or use the P.I. Manager to select and paste a record. If this person is absent, provide the name of the person who actually conducted the meeting. For example, the president.
Enter the secretary's name or use the P.I. Manager to select and paste a record. The bylaws may specify that the secretary should record the minutes. If this person is absent, provide the name of the person who actually recorded the minutes.
! Optional Election of Directors Section (6 of 23)
!. ELECTION OF DIRECTORS. The following persons were elected as directors for the terms provided in the bylaws:
Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! [To include additional directors.]
Enter an X if there was an election of directors. Usually, directors are elected at the annual Shareholder's meeting. Some states do not require small corporations to have directors.
Enter the name of the Director or use the P.I. Manager to select and paste a record.
Enter an X to include the duration of the Director's term.
Enter the length of the Director's term. For example, "one year" or "3 quarters".
Enter an X to include the Director's address.
Enter the Director's street address or use the P.I. Manager to select and paste a record.
Enter the Director's extended street address or edit the information as desired.
Enter the Director's city or edit the information as desired.
Enter the Director's state/province or edit the information as desired.
Enter the Director's zip/postal code or edit the information as desired.
Enter an an X to include the country in which the Director resides, if outside the United States.
Enter the country or edit the information as desired.
Enter an X to add another Director's name.
Enter an an X if there are additional directors.
! Continuation Election of Directors Section (6 of 23)
Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
! Term: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
This section provides for the continuation of the election of directors.
Enter the name of the Director or use the P.I. Manager to select and paste a record.
Enter an X to include the duration of the Director's term.
Enter the length of the Director's term. For example, "one year" or "3 quarters".
Enter an X to include the Director's address.
Enter the Director's street address or use the P.I. Manager to select and paste a record.
Enter the Director's extended street address or edit the information as desired.
Enter the Director's city or edit the information as desired.
Enter the Director's state/province or edit the information as desired.
Enter the Director's zip/postal code or edit the information as desired.
Enter an X to include the country in which the Director resides, if outside the United States.
Enter the country or edit the information as desired.
Enter an X to add another Director's name.
! Optional Election of Officers Section (7 of 23)
!. ELECTION OF OFFICERS. The following officers were elected:
Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! [To include additional officers.]
Enter an X if there was an election of officers. Generally, the newly elected Board of Directors elects officers of the corporation. You should review the corporation's bylaws for additional provisions that may apply to the election of officers.
Enter the name of the Officer or use the P.I. Manager to select and paste a record.
Enter the name of the office (position) to which the Officer was elected.
Enter an X to include the address of the Officer.
Enter the Officer's street address or edit the information as desired.
Enter the Officer's extended street address or edit the information as desired.
Enter the Officer's city or edit the information as desired.
Enter the Officer's state/province or edit the information as desired.
Enter the Officer's zip/postal code or edit the information as desired.
Enter an X to include the country in which the Officer resides, if outside the United States.
Enter the country or edit the information as desired.
Enter an X to add an Officer's name.
Enter an X to include additional officers.
! Continuation Election of Officers Section (7 of 23)
Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
! Name: !
Office: !
! Address:
Street 1: !
Street 2: !
City: !
State: !
Zip Code: !
! Country: !
This section provides for the continuation of the election of officers.
Enter the name of the Officer or use the P.I. Manager to select and paste a record.
Enter the name of the office (position) to which the Officer was elected.
Enter an X to include the address of the Officer.
Enter the Officer's street address or edit the information as desired.
Enter the Officer's extended street address or edit the information as desired.
Enter the Officer's city or edit the information as desired.
Enter the Officer's state/province or edit the information as desired.
Enter the Officer's zip/postal code or edit the information as desired.
Enter an X to include the country in which the Officer resides, if outside the United States.
Enter the country or edit the information as desired.
Enter an X to add an Officer's name.
! Optional Reports Section (8 of 23)
!. REPORTS.
Report by !.
! reported that !
Report by !.
! reported that !
Report by !.
! reported that !
! Are there additional reports?
Enter an X if "information only" reports were presented by various officers, Directors, or other personnel. "Information only" reports do not require formal action (a vote).
Enter the name of the person who provided the report, or use the P.I. Manager to select and paste a record.
Enter a brief description of what was reported by completing the phrase, "It was reported that . . ."
Enter an X to include an additional report.
Enter an X to include additional reports.
! Optional Reports Section (8 of 23)
Report by !.
! reported that !
! !.
Report by !.
! reported that !
Report by !.
! reported that !
! Are there additional reports?
This section provides for additional reports by various officers, Directors, or other personnel.
Enter the name of the person who provided the report or use the P.I. Manager to select and paste a record.
Enter a brief description of what was reported by completing the phrase, "It was reported that . . ."
Enter an X to include an additional report.
Enter an X to include additional reports.
! Optional Reports Section (8 of 23)
Report by !.
! reported that !
Report by !.
! reported that !
Report by !.
! reported that !
This section provides additional reports by various officers, Directors, or other personnel.
Enter the name of the person who provided the report or use the P.I. Manager to select and paste a record.
Enter a brief description of what was reported by completing the phrase, "It was reported that . . ."
Enter an X to include an additional report.
! Optional Adoption of Documents Section (9 of 23)
!. ADOPTION OF DOCUMENTS/PLANS.
!. The attached ! adopted by a
! majority
! two-thirds
! unanimous
! !%
vote of the !.
! !. The attached ! adopted by a
! majority
! two-thirds
! unanimous
! !%
vote of the !.
! !. The attached ! adopted by a
! majority
! two-thirds
! unanimous
! !%
vote of the !.
! For additional documents/plans.
Enter an X if documents or plans, for example "Bylaws" or "Plan for Purchase of Assets", were presented and formal action (vote) of the directors and/or shareholders was required.
Enter the name of a document or plan formally adopted at the meeting. If you have questions regarding the contents of any document, you should consult a lawyer.
Enter an X if the plan or document described above was adopted by a simple majority vote.
Enter an X if the plan or document described above was adopted by a two-thirds majority vote.
Enter an X if the plan or document described above was adopted by an unanimous vote.
Enter an X if the plan or document described above was adopted by a certain percentage of the vote.
Enter the percentage by which the above plan or document was adopted.
The program completes this field by transferring the information from a previous section. This information may be modified without effecting earlier data. Enter the type of persons, for example "directors", "shares entitled to vote" or "both the directors and the shares entitled to vote".
Enter an X if corporate action was taken on another document or plan.
The program completes this field by transferring the information from a previous section. This information may be modified without affecting earlier data.
Directors
Directors
Directors
! Continuation Adoption of Documents Section (9 of 23)
!. The attached ! adopted by a
! majority
! two-thirds
! unanimous
! !%
vote of the !.
! !. The attached ! adopted by a
! majority
! two-thirds
! unanimous
! !%
vote of the !.
! !. The attached ! adopted by a
! majority
! two-thirds
! unanimous
! !%
vote of the !.
This section provides for additional documents or plans presented by various officers, directors, shareholders or other personnel.
Enter the name of a document or plan formally adopted at the meeting.
Enter an X if the plan or document described above was adopted by a simple majority vote.
Enter an X if the plan or document described above was adopted by a two-thirds majority vote.
Enter an X if the plan or document described above was adopted by an unanimous vote.
Enter an X if the plan or document described above was adopted by a certain percentage of the vote.
Enter the percentage by which the above plan or document was adopted.
The program completes this field by transferring the information from a previous section. This information may be modified without affecting earlier data.
Enter an X if corporate action was taken on another document or plan.
Directors
Directors
Directors
! Optional Approval of Actions Section (10 of 23)
!. APPROVAL OF ACTIONS SECTION. The actions and undertakings of the directors, officers, employees, and agents of the corporation were approved with respect to:
! - All actions subsequent to the last meeting of the !.
! - Compensation paid to the officers during the past year.
! - Transactions between the corporation and related entities, including !
! - Transactions between the corporation and its shareholders and/or officers.
! - The purchase of
! - !
! - !
Enter an X if the actions of the Directors, Officers, Employees, and Agents of the corporation were approved.
Enter an X if the actions of the corporation's Directors, Officers, Employees, and Agents since the last meeting were approved. The other listed actions represent typical actions that are approved as part of the annual Directors and/or Shareholder's meetings.
Enter the type of group.
Enter an X if corporate actions regarding compensation paid to the Officers during the past year were approved.
Enter an X if corporate actions regarding transaction(s) between the corporation and related entities were approved.
Briefly describe the transaction(s) between the corporation and related entities which were approved.
Enter an X if corporate actions regarding transactions between the corporation and its Shareholders and/or Officers were approved.
Enter an X if corporate action regarding the purchase of a significant asset was approved. For example, the purchase of a "new computer system" or "the warehouse at 606 Vine Street."
Enter a short description of the asset purchased. For example, the purchase of a "new computer system" or "the warehouse at 606 Vine Street."
Enter an X if other corporate actions were approved.
Enter a brief description of the corporate action approved.
Enter an X if other corporate actions were taken.
Use this space to further describe the other corporate action taken.
! Optional Financial Statements Section (11 of 23)
!. FINANCIAL STATEMENTS PRESENTATION. The financial statements for the ! ending !, as prepared by
! the corporation's officers,
! the corporation's treasurer, !,
! the corporation's accountant(s), !,
were approved.
! Highlights of the financial statements included:
Enter an X if the financial statements were reviewed and/or approved. The highlights of the financial statements may also be summarized.
Enter the time period (for example, "year") covered by the financial statements.
Using the format MM/DD/YYYY, enter the ending date of the financial statements.
Enter an X if the financial statements were prepared by the corporation's Officers.
Enter an X if the financial statements were prepared by the corporation's Treasurer.
Enter the name of the corporate Treasurer or use the P.I. Manager to select and paste a record.
Enter an X if the financial statements were prepared by an outside accountant or an accounting firm.
Enter the name of the Accountant or Accounting Firm or use the P.I. Manager to select and paste a record.
Enter an X if the financial statements were prepared by a person(s) or company not listed above.
Enter the name of the person(s) or company who prepared the financial statements.
Enter an X to include highlights of the financial statements. For example, it may be desirable to have the minutes reflect the "total sales", "net income", or the amounts of "equipment purchased".
Use this space to describe the highlights of the financial statements.
! Optional Salary Section (12 of 23)
!. SALARIES. Salaries for officers and other employees were established
! in accordance with the attached schedule.
! as follows:
Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! [To include additional salaries.]
Enter an X if the salaries of officers and employees were approved. It may be important to establish the salaries of officers and key employees. While this type of action is usually taken by directors, it may also be approved by shareholders.
Enter an X if a list of the salaries will be attached as a part of the minutes. For example, this option might be selected if a list of salaries has already been prepared. The "Exhibit" document can be used for this purpose.
Enter an X to list the approved salaries in the minutes.
Enter the name of the Officer or Employee or use the P.I. Manager to select and paste a record.
Enter the person's employee title.
Enter the amount of salary approved for the time period (for example, "60,000" per year, or "8.00" per hour).
Enter the time period (for example, "year").
Enter an X to enter information regarding the approval of salary information for another officer or employee.
Enter an X to include additional salaries.
! Continuation Salary Section (12 of 23)
Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
! Name: !
Title: !
Amount: $! per !
This section provides for the approval of salaries for additional officers and/or other employees.
Enter the name of the Officer or Employee or use the P.I. Manager to select and paste a record.
Enter the person's employee title.
Enter the amount of salary approved for the time period (for example, "60,000" per year, or "8.00" per hour).
Enter the time period (for example, "year").
Enter an X to enter information regarding the approval of salary information for another officer or employee.
! Optional Bonus Section (13 of 23)
!. BONUSES. Employee and/or officer bonuses for the ! ended !, were approved
! as shown on the attached schedule.
! as follows:
Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! [To include additional bonuses.]
Enter an X if bonuses for officers and employees were approved. While this type of action is usually taken by directors, it may also be approved by shareholders.
Enter the time period for which the bonuses were approved.
Using the format MM/DD/YYYY, enter the ending date of the period.
Enter an X if a list of the bonuses will be attached as a part of the minutes. For example, this option might be selected if a list of salaries has already been prepared. The "Exhibit" document can be used for this purpose.
Enter an X to list the approved bonuses in the minutes.
Enter the name of the Officer or Employee or use the P.I. Manager to select and paste a record.
Enter the Officer's or Employee's title or edit the information as desired.
Enter the amount of bonus approved for the time period (for example, "1,000").
Enter an X to enter information regarding the approval of salary information for another officer or employee.
Enter an X to include bonus information for additional officers and employees.
! Continuation Bonus Section (13 of 23)
Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
! Name: !
Title: !
Amount: $!
This section provides for the approval of bonuses payable to additional officers and/or other employees.
Enter the name of the Officer or Employee or use the P.I. Manager to select and paste a record.
Enter the Officer's or Employee's title or edit the information as desired.
Enter the amount of bonus approved for the time period (for example, "1,000").
Enter an X to enter information regarding the approval of salary information for another officer or employee.
! Optional Director's Fees Section (14 of 23)
!. DIRECTOR'S FEES. Director's fees of $! per ! per director were approved.
Enter an X if director's fees were approved. Generally, the Shareholders approve the payment of director's fees. Press [Ctrl+F1] for more information.
Enter the amount of director's fees approved for the time period. For example, "20,000" per year, or "100" per meeting.
Enter the time period. For example, "year" or "meeting".
! Optional Plan Contribution Section (15 of 23)
!. CONTRIBUTION TO PROFIT SHARING PLAN. A contribution to the corporation's profit sharing plan was approved in an amount equal to
! $!.
! !% of the corporation's net income for the year ended !.
Enter an X if a contribution to the corporation's profit sharing plan was approved. It may be important to show such approval for income tax purposes.
Enter an X if the contribution was a fixed amount (for example, $25,000).
Enter the amount of the approved contribution.
Enter an X if the contribution was a percentage of the corporation's net income. For example, "8" percent of the corporation's net income for the year ended March 31, 1995.
Enter the percentage of the corporation's net income to be contributed to the profit sharing plan.
Using the format MM/DD/YYYY, enter the ending date of the period.
Enter an X if the contribution to the profit sharing plan is based on some other method of calculation.
Explain the method of calculating the contribution to the corporation's profit sharing plan.
! Optional Dividend Payment Section (16 of 23)
!. DIVIDENDS. The payment of dividends to the stockholders of record on ! was approved
! in the amount of $! per share.
! in accordance with the attached schedule.
! as follows:
Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
! Name: !
Shares: !
Dividend: $!
TOTAL: Shares: !
Dividend: $!
Enter an X if action was taken regarding the payment of dividends.
Using the format MM/DD/YYYY, specify the "record date". The "record date" is an arbitrary date set by the corporation; persons who held stock on that date receive the dividends.
Enter an X if the dividend is a specific amount per share. For example, $1.25 per share.
Enter the specific amount that will be paid per share.
Enter an X if a list of the dividends will be attached to the minutes. This option might be selected if a list of Shareholders receiving dividends has already been prepared. The "Exhibit" document can be used for this purpose.
Enter an X to list the approved dividends in the minutes.
Enter the name of the Shareholder or use the P.I. Manager to select and paste a record.
Enter the number of shares owned by the Shareholder.
Enter the total amount of the dividend the Shareholder will receive.
Enter an X to include additional Shareholder's names, number of shares to be issued, and the amount to be paid for the shares.
The program calculates the total number of shares based on information entered in this section. You may modify this information by returning to the particular field.
The program calculates the total dollar amount for the shares based on the information entered in this section. You may modify this information by returning to the particular field.
! Optional Issuance of Stock Section (17 of 23)
!. ISSUANCE OF STOCK. The issuance of stock was approved
! as shown on the attached schedule.
! as follows:
Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
! Name: !
Shares: !
Amount: $!
TOTAL: Shares: !
Amount: $!
Enter an X if the issuance of stock was approved. Press [Ctrl+F1] for more information.
Enter an X if a list of shareholders to be issued stock will be attached to the minutes. This option might be selected if such a list has already been prepared. The "Exhibit" document can be used for this purpose.
Enter an X to list the Shareholders to be issued stock, the number of shares to be issued, and the amount to be paid for the shares.
Enter the name of the Shareholder or use the P.I. Manager to select and paste a record.
Enter the number of shares owned by the Shareholder.
Enter the total amount that will be paid for the stock.
Enter an X to include additional shareholder's names, number of shares to be issued, and the amount to be paid for the shares.
The program calculates the total number of shares based on information entered in this section. If desired, you may modify this information by returning to the particular field.
The program calculates the total dollar amount for the shares based on the information entered in this section. If desired, you may modify this information by returning to the particular field.
! Optional Borrowing Resolution Section (18 of 23)
!. BORROWING RESOLUTION. The corporation was authorized to borrow
! $!
! up to a maximum of $!
! such amounts as the officers deem advisable
from
! The form of resolution by the above lender was adopted and a copy is attached.
! The attached resolution states the names of the persons who are authorized to request loan advances.
! The officers
! Only the following officer(s):
! - !
! - !
! - !
are authorized to take all actions and to sign all documents reasonably needed to carry out this loan transaction.
Enter an X if the corporation was authorized to borrow money. As part of the process of obtaining a loan, a lending institution will usually require evidence of approval by the Directors (and/or Shareholders) for the corporation to borrow money. Press [Ctrl+F1] for more information.
Enter an X if the corporation was authorized to borrow a specific amount (for example, $20,000).
Enter the authorized amount.
Enter an X if the corporation is authorized to borrow up to a specific amount. For example, the Officers can borrow up to a maximum of $20,000.
Enter the maximum amount that the Officers are authorized to borrow without further approval of the Board of Directors and/or Shareholders.
Enter an X if the corporation is authorized to borrow such amounts as the Officers decide is appropriate. This option provides more flexibility to the Officers, but also includes more risk to the Directors and/or Shareholders.
Enter the name of the person or lending institution from which the Officers are authorized to borrow money.
Enter an X if a borrowing resolution form was presented to those present at the meeting and this form will be attached to the minutes. A lending institution usually requires that its form be the one adopted by the corporation.
Enter an X if the attached borrowing resolution states the names of the Officers or Employees who are authorized to request loan advances from the lending institution. Often, the lending institution will require this information.
Enter an X if all officers are authorized to carry out the loan transaction.
Enter an X if only certain officers are authorized to carry out the loan transaction.
Enter an X to specify an officer's name.
Enter the name of the Officer or use the P.I. Manager to select and paste a record.
! Optional Banking Resolution Section (19 of 23)
!. ESTABLISH BANKING RELATIONSHIP. The officers are authorized to open accounts with
! The form of resolution as provided by the bank was adopted and a copy is attached.
! The attached bank form resolution states the names of the persons who are authorized to sign checks and drafts.
Enter an X if a resolution was adopted that authorize the Officers to open bank accounts. Corporate approval is required to open an account at a new financial institution or take other steps to establish a banking relationship.
Enter the name of the financial institution where the new account is to be opened.
Enter an X if the bank's standard form of resolution is attached. Often, the financial institution will provide the form of the resolution that should be approved.
Enter an X if the bank's standard form states the names of the Officers or Employees who are authorized to sign checks.
! Optional Authorization of Action Section (20 of 23)
!. AUTHORIZATION OF CORPORATE ACTION. The officers
! and directors
were authorized to take all actions and to sign all documents reasonably needed to:
! - Enter into lease arrangements for the lease of
! A copy of the lease is attached.
! - Purchase !
! as reflected in the attached explanation.
! - Establish a group health plan
! as reflected in the attached explanation.
! - Establish a life insurance plan
! as reflected in the attached explanation.
! - Establish a pension plan
! as reflected in the attached explanation.
! - Establish a disability insurance plan
! as reflected in the attached explanation.
! - !
! - !
! - !
! - !
! - !
Enter an X if other actions were authorized, such as a lease, purchase, or establishment of an employee benefit. These possible actions may be approved by the Directors and/or the Shareholders.
Enter an X if the Directors, as well as the Officers, were authorized to take these actions as necessary.
Enter an an X if the Officers were authorized to enter lease agreement(s).
Briefly describe the leased premises.
Enter an an X if a copy of the lease is attached to the minutes. It is recommended that a copy be attached to the minutes to evidence the terms and conditions which were approved.
Enter an X if the Officers were authorized to purchase certain assets. For example, "the assets of ABC Company".
Use this space to describe the type of purchase.
Enter an X if a written explanation of the purchase is attached to the minutes.
Enter an X if the Officers were authorized to establish a group health insurance plan. A written description of the plan should be attached to the minutes. This description can be obtained from the insurance company or its agent.
Enter an X if a written description of the plan is attached to the minutes.
Enter an X if the Officers were authorized to establish a life insurance plan. A written description of the plan should be attached to the minutes. This description can be obtained from the insurance company or its agent.
Enter an X if the Officers were authorized to establish a pension plan. A written description of the plan should be attached to the minutes.
Enter an X if the Officers were authorized to establish a disability insurance plan. A written description of the plan should be attached to the minutes. This description can be obtained from the insurance company or its agent.
Enter an X if the Officers were authorized to take other actions not listed above.
Enter a description of other actions the Officers were authorized to take.
! Optional Free-Form Section (21 of 23)
!. !.
! !. !.
! !. !.
! !. !.
! !. !.
Enter an X to include a "free-form" paragraph. This paragraph may be used to document special corporate actions not covered by any of the preceding options.
Enter the title of the optional paragraph.
Enter the information to be included in the optional paragraph.
Enter an X to include another optional paragraph.
! Optional Next Meeting Section (22 of 23)
!. NEXT MEETING. The next meeting of the ! will be held on !, at !, at
! the corporation's place of business.
! !, !.
Enter an X to include information regarding the time, date, and place of the next meeting. This information is often provided for regular meetings of the Board of Directors.
Enter the type of meeting that will be held.
Using the format MM/DD/YYYY, enter the date of the next meeting.
Enter the starting time of the next meeting, for example "9:00 a.m." or "3:00 p.m.".
Enter an X if the next meeting will be held at the corporate office.
Enter an X if the next meeting will be held at a location other than the corporate office. This option allows you to enter the city and state where the next meeting will be held.
Enter the city in which the next meeting will be held.
Enter the state/province where the next meeting will be held.
Enter an X to enter your own description of where the next meeting will be held.
Enter your own description of where the next meeting will be held. For example, "the Convention Center in Des Moines, Iowa".
! Signature Section (23 of 23)
There being no further business, the meeting was duly adjourned.
_______________________________________
! Secretary
! Acting Secretary
The program transfers the name of the person who recorded the minutes, if you previously completed the "Election of Chair" section. You can modify the information (or add the name if no name was transferred) without affecting earlier data.
Enter an X if the secretary of the corporation will sign the minutes.
Enter an X if a person acting as secretary at the meeting will sign the minutes.
Enter an X if a person other than the secretary or acting secretary will sign the minutes.
Enter the office, position or title of the person other than the secretary or acting secretary that will sign the minutes.
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