How to Hold a Meeting有更多的比收集周围的人table.
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Q:I'm looking for some help onthe proper procedure or protocol for holding corporate meetings andkeeping minutes. Do you have any information you can offer?
A:Most business owners like tofocus on improving products or services, snagging capital in thenext round of financing and developing a growth strategy. Besidesthese big-picture items, however, there are details you can'tignore if you want to keep your business in line with state lawsand back up your tax returns.
The "corporate paperwork" you need to be aware ofincludes meetings and minutes. The details for how and when tohandle these are somewhere in your state's business statute, sotake a few minutes to look them up. (Trywww.findlaw.comorwww.uslaw.com.)They should also be in your bylaws, which contain specifics of howyour company is run. Although corporate law varies from state tostate, there are some basics that apply across the board:
- Annual shareholders meeting.Once you have a quorum(minimum needed to hold a meeting), shareholders elect directorsand conduct any other business on the agenda. In most states, youdon't have to have an actual meeting if all shareholders agreeto the action by unanimous written consent. A shareholder whocan't be there can give a proxy (permission to vote) to anothershareholder.
- Annual directors meeting.As with the shareholdersmeeting, this can be conducted by unanimous written consent ratherthan through a physical meeting. Directors nominate and electofficers, deal with officer pay and do whatever else needsdoing.
- Special meetings.These can be held by eithershareholders or directors to deal with specific issues (forexample, borrowing money or selling assets). The proposed action iscontained in a "resolution." Again, shareholders ordirectors can give unanimous written consent to an action insteadof meeting.
- Minutes.These are a record of what actions were takenon behalf of the corporation. They're taken by the secretary,approved by the shareholders and filed with the corporate records.Minutes record who was at a meeting, who presided, where and whenthe meeting was held, and what business was done. Sample minutesare available in many form books. Typical events recorded inminutes include things like mergers and the sale or purchase ofcorporate assets.
Because most entrepreneurs rank paperwork right up there withscouring the coffee pot on the list of things they'd like to dowith their workday, help has arrived. You can buy corporate"kits" containing everything from a corporate seal toshare certificates and minutes paper.
Meetings and minutes may seem annoying, but they're justpart of record-keeping. Learning the basics and followingformalities will keep your business out of trouble and documentjust how your brilliant officers and directors made all thatmoney.
Joan E. Lisante is an attorney and freelance writer who livesin the Washington, DC, area. She writes consumer-related legalfeatures forThe Washington Post,thePlain Dealer,theSpokane Spokesman-Reviewand theToledo Blade(Ohio). She is also a contributing editor toLawStreet.comandConsumerAffairs.com. In her practice, Lisante iscounsel to ConsumerAffairs.com and was counsel for Zapnews, afax-based customized news service for radio stations. Previously,she served as Assistant District Attorney in Queens County, NewYork, and Deputy District Attorney in Nassau County, NewYork.
The opinions expressed in this column arethose of the author, not of Entrepreneur.com. All answers areintended to be general in nature, without regard to specificgeographical areas or circumstances, and should only be relied uponafter consulting an appropriate expert, such as an attorney oraccountant.
