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The Corporate Records Handbook: Meetings, Minutes & Resolutions

Description:    All the forms you need to keep your corporation valid in the eyes of the IRS and courts.

                If youve taken the time to turn your business into a corporation, chances are youd like to see it
                stay that way. Your business card may say "incorporated," but if the courts and the IRS think
                differently, its closing time.

                Because meeting minutes are the primary paper trail of a corporations legal life, its important to
                know when and how to prepare these minutes.

                The Corporate Records Handbook provides all the forms (plus instructions) you need, 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



Contents:       1. Corporate Documents and Laws

                Organize Your Corporate Records
                State Corporate Filing Offices
                Looking Up the Law Yourself

                2. When to Use Corporate Meetings, Minutes, and Written Consents

                Three Ways to Make and Document Formal Corporate Decisions
                Questions and Answers About Corporate Meetings, Minutes, and Written Consents

                3. Preliminary Steps Before Holding a Corporate Meetings

                Overview of Corporate Meetings
                Steps to Hold a Meeting

                4. How to Hold a Meeting of Your Directors or Shareholders

                Step   1.   Call and Provide Notice of the Meeting
                Step   2.   Prepare Agenda for the Meeting
                Step   3.   Prepare Corporate Resolutions in Advance
                Step   4.   Get Together to Hold the Meeting
                Step   5.   Hold a Meeting in Cyberspace If You Have the Equipment and Know-How
                Step   6.   Appoint a Chairperson and Secretary
                Step   7.   Chairperson Calls the Meeting to Order
                Step   8.   Secretary Determines Whether a Quorum Is Present
                Step   9.   Secretary Reads Minutes or Summarizes Business of Last Meeting
Step   10.   Officers and Committees Present Reports
Step   11.   Handle Any Unfinished Business
Step   12.   Introduce and Discuss Specific Proposals
Step   13.   Take the Votes of Directors or Shareholders
Step   14.   Adjourn the Meeting

5. How to Prepare Written Minutes of Shareholders Meetings

Preparing Minutes of Annual Shareholders Meetings
Preparing Minutes of Special Shareholders Meetings

6. How to Prepare Written Minutes of Directors Meetings

Choosing the Correct Minutes Form for a Directors Meeting
Preparing Minutes of Annual Directors Meetings
Preparing Minutes of Special Directors Meetings

7. How to Hold a Paper Meeting of Your Directors or Shareholders

Decide Whether to Hold a Paper Meeting
How to Prepare Minutes of Paper Meetings

8. How to Take Action by Written Consent Without a Meeting

Step 1. Check Bylaws for Your States Written Consent Rules
Step 2. Prepare Written Consent Form
Step 3. Place Signed Consent Forms in Your Corporate Records Book

9. Standard Corporate Business Resolutions

When to Use the Resolutions in this Chapter
Bank Account Resolutions
Resolution to Adopt Assumed or Fictitious Business Name
Resolution to Approve Contract
Real Property Resolutions
Authorization or Ratification of Employees Authority
Certification, Affidavit, or Acknowledgment of Corporate Decision Making or Document

10. Corporate Tax Resolutions

S Corporation Tax Election
Accumulation of Earnings
Section 1244 Stock Plan
Resolution for Approval of Independent Audit
Selection of Corporate Tax Year
Resolution for Payment and Deduction of Corporate Organizational Costs

11. Resolutions to Amend Corporate Articles and Bylaws

Decide Whether to Amend Articles or Bylaws
Amending Articles of Incorporation
Amending Corporate Bylaws

12. Corporate Hiring and Appointment Resolutions

Hiring and Paying Corporate Employees
Using Independent Contractors
Appointing and Paying Corporate Officers
Compensation for Attending Corporate Meetings
Approval of Indemnification for Corporate Directors, Officers, and Employees

13. Director Conflict of Interest Resolutions
            Approval of Business Between the Corporation and Its Directors
            Resolutions for Approval of Director Conflict of Interest Transactions
            Resolutions for Shareholder Approval

            14. Resolutions for Loans to the Corporation

            When to Use Corporate Loan Resolutions
            Loans to the Corporation by Banks and Other Lending Institutions
            Loans to the Corporation by Shareholders and Other Insiders
            Promissory Notes Overview
            Sample Promissory Note Forms

            15. Resolutions for Loans by the Corporation to Insiders

            Insider Loan Restrictions Under State Law
            Tax Considerations and Consequences of Insider Loans
            Resolution for Board and Shareholder Approval of Corporate Loan to Insider
            Supporting Documentation -- Promissory Notes
            Release of Promissory Note

            16. Employee Fringe Benefits and Business Expense Reimbursement Resolutions

            Introduction to Employee Fringe Benefits
            Group Health, Accident, and Disability Insurance
            Self-Insured Medical Reimbursement Plans
            Resolution Authorizing Group Term Life Insurance
            Authorization of Death Benefit Contract
            Payment of Employee Automobile Expenses
            Payment of Meals and Lodging
            Resolution Authorizing Business Expenses With Corporate Credit or Charge Card
            Reimbursement of Employee Business Expenses
            Resolution Approving Stock Bonus or Stock Option Plan

            17. Corporate Retirement Plan Resolutions

            How to Use This Chapter
            Overview of Corporate Retirement Plans
            Resolutions to Adopt Retirement Plans

            18. Stock Dividend Resolutions

            Stock Dividend Rules
            Stock Dividend Resolutions

            19. Stock Issuance Resolutions

            Legal and Tax Issues Affecting Stock Issuance
            Stock Issuance Resolutions

            20. Lawyers, Tax Specialists, and Legal Research

            How to Find the Right Lawyer
            Finding the Right Tax Adviser
            How to Do Your Own Legal Research




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