Legal Agreements

Sample Minutes of Special Meeting of the Shareholders

The annual meeting of the shareholders happens once a year and covers fairly routine types of corporate actions like the election of directors. Any other meeting is usually called the special meeting of shareholders. In a year, circumstances may arise that might call for special attention, like changing the corporate name, amending the articles of incorporation, or appointing or removing directors. Often these actions require shareholder approval at a special meeting known as the special meeting of the shareholders.

Steps to conduct a special meeting of the shareholders

Step-1: Send Notice to the Shareholders-

All shareholders must be sent the notice of any meeting of shareholders. This is fundamental to ensure that any actions taken at the meeting are legal as well as authorized. Requirements for such a notice of a special meeting are often included in the corporation’s bylaws. At least the notice must include specifics as to date, time, and location of such meeting. The notice should also provide or describe the items or business to be discussed and voted for at the meeting. Most corporate laws provide that the notice should be served or mailed at least 10 days before the meeting.

Step-2: Conduct a Shareholders Meeting- 

The procedure in corporate law for conducting a meeting of shareholders is quite simple. The procedure utilized is up to the directors and/or shareholders of the corporation. Those corporations that are small use less formal procedures comprising of a simple discussion on issues and then a vote. There must be a count of the vote taken by the corporate officer, usually the corporate secretary. A business agenda to be conducted at the meeting is advisable but not required.

Step-3: Prepare Minutes of Meeting-

A corporate officer, or the person assigned by the corporate officer, must keep minutes of the meeting. The corporate secretary generally does this, but minutes may be taken by someone else.

Minutes are a written record of the proceedings of the meeting. The minutes of the meeting of the shareholders should be detailed enough for someone reading the minutes to know and understand what corporate business was conducted at the meeting and what resolutions were passed or failed. The minutes must also indicate whether a notice was given for the meeting, who was in attendance at the meeting, and who voted for different resolutions brought before the meeting. It is advisable, though not necessary, to indicate reasons for the shareholders taking certain actions.

Quorum Requirements-

A “ quorum” refers to the number of members of a body or group required to be present in order to transact the business of the body or group. The Quorum requirements for a shareholder’s meeting are most usually set forth in the bylaws of the corporation. The presence in person or by proxy of holders of a majority of shares entitled to vote on a matter at a meeting is the typical or most common quorum requirement. In case the number of people required to make up a quorum is not present at the meeting, or present by proxy, then any resolutions passed would not be valid and can be challenged.

Minutes of Meeting: Sample

[ENTER THE NAME OF THE COMPANY]

Pursuant to [THE MEETING WAS CALLED BY], dated [ENTER DATE OF MEETING NOTICE], a special meeting of shareholders of [ENTER THE NAME OF THE CORPORATION] was held at [ENTER STREET ADDRESS OF MEETING], [ENTER CITY, STATE OF MEETING] on [ENTER DATE OF MEETING] at [ENTER TIME OF MEETING].

A quorum of shareholders^[1] attended, as shown by the attached roster. Proxies (if any) were examined and admitted as shown by the attached roster.

The meeting was called to order by the meeting’s chairman, [ENTER NAME OF CHAIRMAN OF DIRECTORS OR PRESIDING OFFICER].

[ENTER NAME OF THE OFFICER RESIGNING] presented their resignation as [ENTER TITLE OF OFFICER RESIGNING]. Pursuant to the bylaws of the corporation a vote of the [VOTE WAS TAKEN OF] was taken and [ENTER THE NAME OF NEW OFFICER] was elected to replace [ENTER NAME OF THE OFFICER RESIGNING] as [ENTER TITLE OF OFFICER RESIGNING].

There being no further business to come before the meeting the same was adjourned.

[DATE]

[NAME OF SECRETARY]

Secretary

[NAME OF PRESIDENT]

Attest: President

Conclusion

Minutes are a written record of the proceedings of the meeting. The minutes of the meeting of the shareholders should be detailed enough for someone reading the minutes to know and understand what corporate business was conducted at the meeting and what resolutions were passed or failed.