Create a Notice or Waiver of Notice of a Meeting

A meeting can be an organizational or special. Before a meeting is held, notice must be distributed so a Notice of a Meeting is prepared. There are circumstances, however, where either the company is unable to provide notice or the particulars of the meeting have changed. In that situation, a Waiver of Notice of the Meeting may be used. This document simply allows the directors to waive the notice requirements so that the meeting may proceed as planned.

Create the Minutes of a Meeting

The board must hold a meeting before any resolution is made.

Three Types of Meeting:

1. Organizational Meeting is the initial meeting where the formation of the corporation is completed. At the organizational meeting a number of initial tasks are completed such as: the articles of incorporation are ratified, the initial shares are issued, officers are elected, bylaws approved, and a resolution authorizing the opening of bank accounts is passed. If the initial directors are named in the articles of incorporation, they can hold the organizational meeting. If they are not named, then the organizational meeting is held by the incorporator.
2. An annual meeting is held to appoint the officers of the corporation for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business.
3. Special Meeting is a meeting that can be called by the directors or officers at any time. Typically, special meetings are called when the directors want to hire or fire officers, or when there is a need to address some unique circumstance that has arisen and which cannot wait until the next annual directors meeting.

The Minutes of the Meeting serves as a formal record of the meetings’ proceedings and of the resolutions adopted by the board of directors of a corporation.

Create the Resolutions that Pertain to your Business Activity for the Year

A resolution is used by the Board to draw attention to a single act or Board decision, for example, to approve or adopt a change to a set of rules, new program, new contract, etc. Resolutions are approved in a board meeting and should be included in the minutes of the board meeting. If actions were taken in the past year (for instance, opened a bank account or sign a new lease for equipment) you should ratify those decisions formally with a corporate resolution.