WHAT ARE BOARD MINUTES AND SHAREHOLDER RESOLUTION?

Board meeting and shareholder resolution are key management areas for companies and company boards. Board Minutes are the written record of the decisions made and resolutions passed at the regular board of directors’ meetings. The shareholder resolutions are recommendations to the board of directors that are introduced and voted upon at the annual meeting and via proxy vote. There are specific requirements as to which shareholders will have a say in the creation of resolutions. Generally, a shareholder must have owned or been the beneficial owner of at least 2,000 pounds’ worth of common stock for a minimum of one year in order to introduce a shareholder resolution. There is a one per year limit on the number of resolutions that a shareholder can file per year.  There are two kinds of resolutions: special and ordinary.

WHEN DO YOU NEED BOARD MINUTES AND SHAREHOLDER RESOLUTION?

Board minutes and Shareholder Resolution are needed to comply with regulations for corporations in reference to meetings and voting, for the issuance of stock to shareholders, for approval of certain real estate matters: long-term leases and purchases, for the adoption of a retirement plan and stock options. They are also needed in order to authorize a line of credit or a large loan. The minutes and resolutions serve to solidify the corporation’s limited liability status

Shareholders resolutions may be needed to change the board of directors and to make amendments to the articles of incorporation.

WHAT IS INCLUDED IN BOARD MINUTES AND SHAREHOLDER RESOLUTION?

The board minutes include the following:

• The actual date and time of the meeting.

• Names of directors that attended as well as the names of directors who were not present.

• A statement as to whether the meeting was a regular meeting or a special meeting.

• A statement regarding whether notice was given or if all the directors agreed and signed a waiver of notice

• A statement as to whether a quorum was achieved

• A list of guests present in attendance including their names and information

• A summary of actions of the board i.e. directives, approvals etc.

The Shareholders Resolution should include the following:

• The date and time of the meeting.

• A statement of whether all shareholders were present.

• A statement of whether a quorum was achieved.

• Information regarding the actual resolution and whether the secretary verified the resolution.