The Corporate Records Handbook: Meetings, Minutes & Resolutions

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. Meeting minutes are the primary paper trail of your corporation's legal life, so it's essential to know when and how to prepare these minutes. "The Corporate Records Handbook" provides all the forms and instructions you need to stay legal, 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" gives you the forms you need to keep required records, plus more than 75 additional resolutions -- both as tear-outs and on CD-ROM 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 Annual Meeting of Directors Minutes of Special Meeting of Directors Waiver of Notice of Meeting Approval of Corporate Minutes by Directors or Shareholders 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 Issuance of Shares in Return for Cash and Promissory Note