Corporate Minutes Key Terms

Understand legal vernacular of various corporate minute forms

Corporate minutes consist of voluminous, individual forms. Title each form according to its purpose, such as Meeting Summary, Call of Meeting or Meeting Participation List. While minutes vary according to individual bylaws established upon founding the corporation, they are critical to record corporate decisions. Meetings that include minutes might be formal or informal. Here is an overview of a few important titles of minute forms to include in your corporate minutes.

 

Special meetings form

Special meetings account for decision-making processes for events that are unforeseen so that directors and/or shareholders can discuss and resolve issues as they arise. Special meetings require advance notice and an agenda for discussion, unless you provide members with waiver of notice form.
Try: Decide the level of detail and formality to include in the special meetings form from KEYTLaw.

Waiver of notice form

Use a waiver of notice form if an emergency or situation prompts a meeting under short notice, leaving no time to provide advance notice. Summarize the meeting points on the waiver of notice form and ask the shareholders to sign the form before the meeting. Legal requirements govern a waiver of notice form. Check with your corporate bylaws for specific waiver of notice rules of each corporation.
Try: For a nice introduction to the waiver of notice form, AllBusiness.com provides a sample and a word document template.

Written consent form

Use a written consent form when directors and/or shareholders are unable to attend corporate meetings. Written consent forms inform the non-attending parties of corporate resolution(s) for approval. Include the language of the decision for approval and ask the non-attending members for their signatures on the form before the meeting. The written consent is appropriate for routine formalities such as the approval of a tax election. It is not appropriate for decisions that might result in discussion or debate among directors or shareholders.
Try: Refer to a sample consent form from the Birmingham Bar Organization.

Corporate resolutions form

Corporate resolutions forms are for the purpose of recording approval of business decisions. Resolutions include hundreds of business categories from leasing property to opening new bank accounts. Each category requires specific language and is governed by the rules of the corporation. Include resolutions in the minutes of both annual and special shareholder meetings. Some resolutions require attachments to the minutes, such as when the corporation agrees to fund a project. In those cases, add the appropriate documentation.
Try: The CorporateBoardMinutes.com provides tips for composing a corporate resolution form.

Proxy form

A proxy is a written document authorizing a shareholder to approve another person to vote his or her shares during a shareholder meeting. Proxy forms are common in large corporations with a vast geographical base. Distribute proxy forms with the meeting notice. In certain cases, shareholders prefer to limit the duration of the proxy to less than a six-month period so that the proxy does not have long-term voting power. Shareholders should sign and date the form and specify duration.
Try: To customize a proxy form for your corporation, get some tips from Rocket Lawyer.

Abstention form

An abstention form reflects abstentions as "no" votes in corporate meeting minutes. The "no" vote is the same whether shareholders vote against a resolution or abstain from voting. Most corporation bylaws require that the majority approve resolutions. The shareholder abstention rule may not apply to the election of directors or other specific resolutions. Consult specific corporate bylaws for abstention rules.
Try: McDermott, Will & Emory discuss how to record conflicts, dissents and abstentions in your corporate minutes.

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