The main responsibility of the shareholders of a corporation is to elect the directors of the business. This election is conducted at the annual meeting of the shareholders that is held on the date, time, and place as specified in the corporate bylaws. In addition, specific corporate business at other times of the year may occasionally need shareholder approval.

For example, shareholders must vote on the dissolution of the corporation, on amendments to the Bylaws or Articles of Incorporation, and on any extraordinary business transactions, such as the sale of all of the assets of the corporation. For these purposes, a special meeting of the shareholders must be held.

The initial meeting of the shareholders also has a slightly different agenda. At this meeting, the shareholders approve and ratify the adoption of the corporate bylaws, and ratify the election or appointment of the initial board of directors who will serve until the first annual meeting of the shareholders. The shareholders also approve the election of the first officers of the corporation by the board of directors.

The following information should be covered and documented in the minutes of the first shareholders meeting:

• Name of corporation
• Date of meeting
• Location of meeting
• Officers present at meeting
• Others present at meeting
• Calling of meeting to order and quorum present
• Shareholders present at meeting
• Shareholders represented by proxy at meeting
• Name of president acting at meeting
• Name of secretary acting at meeting
• Name of chairperson elected to preside over meeting
• Proper notification of meeting
• Notice sent and affidavit filed/or waivers filed
• Reading of minutes of first directors meeting
• Approval and ratification of minutes of first directors meeting
• Approval and ratification of election of officers and directors
• Approval and ratification of adoption of corporate bylaws
• Any other business
• Meeting adjourned
• Dating and signing of minutes by secretary

Article © Nova Publishing Company, 2005