The Corporate Records Handbook: Meetings, Minutes & Resolutions

by MANCUSO ANTHONY

• ISBN13: 9781413302011
• ISBN10: 1413302017
• Edition: 3rd
• Format: Paperback
• Copyright: 2005-07-06
• Publisher: Nolo

Summary

This hefty guide addresses small business owners who have formed a corporation and want to make sure it's treated that way. It offers them the answers, advice and forms they need to maintain the legal validity of their corporation before the courts and the IRS. The book emphasizes when and how to prepare minutes of meetings, tackle formal record keeping and fill out a Corporate Records book. More than 80 resolutions forms included as tear-outs and on CDROM.

Table of Contents

Introduction
The Reason for This Book	2	(1)
Which Corporate Decisions Should Be Recorded	3	(1)
Why Key Corporate Decisions Should Be Recorded	3	(1)
How to Use This Book	4	(1)
When to Consult a Professional	5
Corporate Documents and Laws
Organize Your Corporate Records	2	(3)
State Corporate Filing Offices	5	(1)
Looking Up the Law Yourself	6
When to Use Corporate Meetings, Minutes, and Written Consents
Three Ways to Make and Document Formal Corporate Decisions	2	(1)
Questions and Answers About Corporate Meetings, Minutes, and Written Consents	3
Preliminary Steps Before Holding a Corporate Meeting
Overview of Corporate Meeting	2	(1)
Steps to Hold a Meeting	2	(1)
How to Hold a Meeting of Your Directors or Shareholders
Step 1. Call and Provide Notice of the Meeting	2	(1)
Step 2. Prepare Agenda for the Meeting	2	(1)
Step 3. Prepare Corporate Resolutions in Advance	2	(1)
Step 4. Get Together to Hold the Meeting	3	(1)
Step 5. Hold a Meeting in Cyberspace if You Have the Equipment and Know-How	3	(2)
Step 6. Appoint a Chairperson and Secretary	5	(1)
Step 7. Chairperson Calls the Meeting to Order	5	(1)
Step 8. Secretary Determines Whether A Quorum Is Present	5	(2)
Step 9. Secretary Reads Minutes or Summarizes Business of Last Meeting	7	(1)
Step 10. Officers and Committees Present Reports	7	(1)
Step 11. Handle any Unfinished Business	8	(1)
Step 12. Introduce and Discuss Specific Proposals	9	(1)
Step 13. Take the Votes of Directors or Shareholders	10	(4)
Step 14. Adjourn the Meeting	14
How to Prepare Written Minutes of Shareholders' Meetings
Preparing Minutes of Annual Shareholders' Meetings	2	(9)
Preparing Minutes of Special Shareholders' Meetings	11
How to Prepare Written Minutes of Directors' Meetings
Choosing the Correct Minutes Form for a Directors' Meeting	3	(1)
Preparing Minutes of Annual Directors' Meetings	4	(7)
Preparing Minutes of Special Directors' Meetings	11
How to Hold a Paper Meeting of Your Directors or Shareholders
Decide Whether to Hold a Paper Meeting	2	(2)
How to Prepare Minutes of Paper Meetings	4
How to Take Action by Written Consent Without a Meeting
Step 1. Check Bylaws for Your State's Written Consent Rules	2	(1)
Step 2. Prepare Written Consent Form	3	(3)
Step 3. Place Signed Consent Forms in Your Corporate Records Book	6
Standard Corporate Business Resolutions
When to Use Resolutions in this Chapter	2	(1)
Bank Account Resolutions	3	(5)
Resolution to Adopt Assumed or Fictitious Business Name	8	(2)
Resolution to Approve Contract	10	(1)
Real Property Resolutions	11	(3)
Authorization or Ratification of Employee's Authority	14	(4)
Certification, Affidavit, or Acknowledgment of Corporate Decision Making or Document	18
Corporate Tax Resolutions
S Corporation Tax Election	3	(5)
Accumulation of Earnings	8	(2)
Section 1244 Stock Plan	10	(2)
Resolution for Approval of Independent Audit	12	(1)
Selection of Corporate Tax Year	13	(2)
Resolution for Payment and Deduction of Corporate Start-Up Costs	15
Resolutions to Amend Corporate Articles and Bylaws
Decide Whether to Amend Articles or Bylaws	3	(1)
Amending Articles of Incorporation	3	(8)
Amending Corporate Bylaws	11
Corporate Hiring and Appointment Resolutions
Hiring and Paying Corporate Employees	3	(3)
Using Independent Contractors	6	(2)
Appointing and Paying Corporate Officers	8	(2)
Compensation for Attending Corporate Meetings	10	(3)
Approval of Indemnification for Corporate Directors, Officers, and Employees	13
Director Conflict-of-Interest Resolutions
Approval of Business Between the Corporation and its Directors	2	(3)
Resolutions for Approval of Director Conflict-of-Interest Transactions	5	(3)
Resolutions for Shareholder Approval	8
Resolutions for Loans to the Corporation
When to Use Corporate Loan Resolutions	2	(2)
Loans to the Corporation by Banks and Other Lending Institutions	4	(7)
Loans to the Corporation by Shareholders and Other Insiders	11	(5)
Promissory Notes Overview	16	(3)
Sample Promissory Note Forms	19
Resolutions for Loans by the Corporation to Insiders
Insider Loan Restrictions Under State Law	4	(1)
Tax Considerations and Consequences of Insider Loans	5	(3)
Resolution for Board and Shareholder Approval of Corporate Loan to Insider	8	(2)
Supporting Documentation---Promissory Notes	10	(12)
Release of Promissory Note	22
Employee Fringe Benefits and Business Expense Reimbursement Resolutions
Introduction to Employee Fringe Benefits	3	(2)
Group Health, Accident, and Disability Insurance	5	(1)
Self-Insured Medical Reimbursement Plans	6	(3)
Resolution Authorizing Group Term Life Insurance	9	(1)
Authorization of Death Benefit Contract	10	(2)
Payment of Employee Automobile Expenses	12	(3)
Payment of Meals and Lodging	15	(2)
Resolution Authorizing Business Expenses with Corporate Credit or Charge Card	17	(2)
Reimbursement of Employee Business Expenses	19	(6)
Resolution Approving Stock Bonus or Stock Option Plan	25
Corporate Retirement Plan Resolutions
How To Use This Chapter	2	(2)
Overview of Corporate Retirement Plans	4	(7)
Resolutions to Adopt Retirement Plans	11
Stock Dividend Resolutions
Stock Dividend Rules	3	(1)
Stock Dividend Resolutions	4
Stock Issuance Resolutions
Legal and Tax Issues Affecting Stock Issuance	3	(1)
Stock Issuance Resolutions	4
Lawyers, Tax Specialists, and Legal Research
How to Find the Right Lawyer	2	(3)
Finding The Right Tax Advisor	5	(1)
How to Do Your Own Legal Research	6
Appendix A How to Use the CD-ROM
Appendix B Corporate Contact Information