Annual Board Meeting of Corporation Kit

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Helpful tools, guidelines and forms for conducting your corporation's annual board of directors meeting.

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This Board of Directors Annual Meeting Kit includes the necessary tools to set-up and conduct an annual meeting. It is important that annual meetings be held and minutes of these meetings are considered as formal records of the corporation. Most corporate by-laws set out the guidelines for annual meetings.

This Board of Directors Annual Meeting Kit for your state includes the following:
  • Notes Regarding Board of Directors Meeting
  • Annual Board of Directors Meeting Checklist
  • Notice of Annual Board of Directors Meeting
  • Affidavit of Mailing of Notice of Annual Board of Directors Meeting
  • Waiver of Notice of Annual Board of Directors Meeting
  • Minutes of Annual Board of Directors Meeting

Protect yourself and your business by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. General Information
  2. Board of Directors Annual Meeting Kit for your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Board of Directors Meeting
Annual Meeting Kit





This Packet Includes:
1. General Information
2. Notes regarding Directors Meetings
3. Annual Board of Directors Meeting Checklist
4. Sample Notice of Annual Board of Directors Meeting
5. Sample Affidavit of Mailing of Notice of Annual Board of
    Directors Meeting
6. Sample Waiver of Notice of Annual Board of Directors
    Meeting
7. Sample Minutes of Annual Board of Directors Meeting
8. Board of Directors Meeting - Annual Meeting Kit







General Information
Board of Directors Meeting (Annual Meeting) - Kit

This kit provides tools and guidelines for conducting your corporations annual board of directors meeting.

The board of directors of a corporation transacts business as a group.  Each individual director has no authority to bind the corporation (unless the board of directors as a group has previously authorized him or her to exercise that power).  Even in a corporation with a single director, there must be formal records of meetings and of the resolutions adopted by the board.

NOTE:  This kit includes materials generally applicable to corporations in any state.  However, there may be specific guidelines and restrictions regarding the duties and responsibilities of corporate directors both individually and in the context of board meetings.  Please consult your Secretary of States website for specific information for your state.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


Notes Regarding Board of Directors Meetings

Corporate boards of directors must, at a minimum, hold an annual meeting to appoint the officers of the corporation for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business.  Typically, boards will hold special meetings for specific topics much more frequently.  Whenever official corporate matters are discussed as a group, the board of directors should hold a meeting, keep minutes, and record the decisions made as corporate resolutions.  This is not a difficult task and it will provide a clear record of the agreements made by the board for future reference.  Prior to any annual or special meetings of the board, notice must be given to each board member according to the time limits set in the bylaws.  A formal affidavit of mailing of notice should also be prepared.  If all board members are in agreement, an easier method to fulfill the notice requirement is to have the board sign waivers of notice.  This document and all of the other documents necessary to conduct and record your corporations annual board of directors meeting are contained in this kit.


Annual Board of Directors Meeting Checklist


The following information should be covered and documented in the minutes of the annual board of directors meeting:

?   Name of corporation

?   State of incorporation

?   Date of meeting

?   Location of meeting

?   Notification of meeting

?   Notices sent and affidavit filed/or waivers filed

?   Officers present at meeting

?   Others present at meeting

?   Officers presiding over meeting

?   Calling of meeting to order and quorum present
Annual matters

?   Date last state corporate tax return filed

?   Date last federal corporate tax return filed

?   Date last state annual report filed

?   Date last federal pension/profit-sharing returns filed

?   Date any other required reports/returns filed
?   Date of last financial statement

?   Review current employment agreements

?   Review current insurance coverage

?   Review stock transfer ledger

?   Review current financial statement

?   Review current year-to-date income and expenses

?   Review current salaries

?   Review current pension/profit-sharing plans

?   Review other employee fringe benefit plans

?   Review accounts receivable

?  Determine if collection procedures are warranted

?   Review status of any outstanding loans

?   Ascertain net profit

?   Determine if a stock dividend should be declared

?   Discuss any major items requiring board action

?   Major purchases or leases (real estate or personal property)

?   Lawsuits

?   Loans

?   Adjournment of meeting

?   Date and secretary signature on minutes
Notice of Annual Board of Directors Meeting of _____________________


TO:











In accordance with the bylaws of this corporation, an annual meeting of the board of directors will be held on ____________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at _______________.


Dated: ____________ , 20 ___
Corporate Seal


______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation


Affidavit of Mailing of Notice of Annual Board of
Directors Meeting of ____________________


State of ______________________
County of ____________________


Being duly sworn, ____________________________________________________ states:

I am the secretary of ____________________, a corporation organized under the laws of the State of ____________.

On ___________, 20 ___, I personally deposited stamped and sealed copies of the Notice of Annual Directors Meeting of this corporation in a post-office box in the City of ____________________, in the State of ____________.
 
The copies were correctly addressed to the following persons:

Name of Director                 Address of Director
___________________________________      ________________________________________

___________________________________      ________________________________________

___________________________________      ________________________________________


Dated: ____________, 20 ___
Corporate Seal

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation

Subscribed and sworn to before me on ____________, 20 ___.

____________________
Signature of Notary Public

Notary Public, In and for the County of __________
State of __________

My commission expires: ____________                Notary Seal
Waiver of Notice of Annual Board of Directors Meeting
of _____________________


We, the undersigned directors of this corporation, waive any required notice and consent to the holding of the annual meeting of the board of directors of this corporation on _____________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at ________________.


Dated: ____________, 20 ___



      Signature of Director                     Printed Name of Director

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________


Minutes of Annual Board of Directors Meetingof _____________________


The annual meeting of the board of directors of this corporation was held on ______________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at _______________.

Present at the meeting were the following people: _____________________________________ ____________________________________________________________________________________________________________________________________________________________
all of whom are directors of this corporation.

The following persons were also present: ____________________________________________ ___________________________________________________________________________________________________________________________________________________________.
 
_______________________, the president of the corporation, presided over the meeting.

_______________________, the secretary of the corporation, served as secretary for the meeting.
 
1.   The president called the meeting to order.  The president determined that a quorum was present and that the meeting could conduct business.

2.   The secretary reported that notice of the meeting had been properly given or waived by each director in accordance with the bylaws.
 
Upon motion made and carried, the secretary was ordered to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting.

3.    The secretary distributed copies of the minutes of the previous meeting of the board of directors which had been held on ___________, 20 ___.

Upon motion made and carried, these minutes were approved.

4.    The president presented the annual Presidents Report.

Upon motion made and carried, the Presidents Report was approved and the secretary was directed to attach a copy of the Presidents Report to these minutes.

5.    The treasurer of the corporation presented the Treasurers Report, which stated that as of ___________, 20 ___, the corporation had a net profit of $ __________.

Upon motion made and carried, the Treasurers Report was approved and the secretary was directed to attach a copy of the Treasurers Report to these minutes.
6.    Upon motion made and carried, the board of directors
RESOLVED that:

A dividend of $ __________ per share of common stock is declared on the stock of this corporation.  This dividend shall be paid to the shareholders of record as of ____________, 20 ___, and shall be paid on ___________, 20 ___.  The officers of this corporation are directed to take all necessary actions to carry out this resolution.

7. Upon motion made and carried, the following persons were elected as officers of this corporation for a term of one (1) year:
_______________________________________________ , President

_______________________________________________ , Vice-President

_______________________________________________ , Treasurer

_______________________________________________ , Secretary

8.   Upon motion made and carried, the salaries of the officers were fixed for the term of one (1) year at the following rates:

President       $ ____________________

Vice-President    $ ____________________

Secretary       $ ____________________

Treasurer       $ ____________________

9.   The following other business was transacted:








There being no further business, upon motion made and carried, the meeting was adjourned.

Dated: ____________, 20 ___
Corporate Seal

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation
Number of Pages9
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22802
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Board of Directors Meeting
Annual Meeting Kit





This Packet Includes:
1. General Information
2. Notes regarding Directors Meetings
3. Annual Board of Directors Meeting Checklist
4. Sample Notice of Annual Board of Directors Meeting
5. Sample Affidavit of Mailing of Notice of Annual Board of
    Directors Meeting
6. Sample Waiver of Notice of Annual Board of Directors
    Meeting
7. Sample Minutes of Annual Board of Directors Meeting
8. Board of Directors Meeting - Annual Meeting Kit







General Information
Board of Directors Meeting (Annual Meeting) - Kit

This kit provides tools and guidelines for conducting your corporations annual board of directors meeting.

The board of directors of a corporation transacts business as a group.  Each individual director has no authority to bind the corporation (unless the board of directors as a group has previously authorized him or her to exercise that power).  Even in a corporation with a single director, there must be formal records of meetings and of the resolutions adopted by the board.

NOTE:  This kit includes materials generally applicable to corporations in any state.  However, there may be specific guidelines and restrictions regarding the duties and responsibilities of corporate directors both individually and in the context of board meetings.  Please consult your Secretary of States website for specific information for your state.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


Notes Regarding Board of Directors Meetings

Corporate boards of directors must, at a minimum, hold an annual meeting to appoint the officers of the corporation for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business.  Typically, boards will hold special meetings for specific topics much more frequently.  Whenever official corporate matters are discussed as a group, the board of directors should hold a meeting, keep minutes, and record the decisions made as corporate resolutions.  This is not a difficult task and it will provide a clear record of the agreements made by the board for future reference.  Prior to any annual or special meetings of the board, notice must be given to each board member according to the time limits set in the bylaws.  A formal affidavit of mailing of notice should also be prepared.  If all board members are in agreement, an easier method to fulfill the notice requirement is to have the board sign waivers of notice.  This document and all of the other documents necessary to conduct and record your corporations annual board of directors meeting are contained in this kit.


Annual Board of Directors Meeting Checklist


The following information should be covered and documented in the minutes of the annual board of directors meeting:

?   Name of corporation

?   State of incorporation

?   Date of meeting

?   Location of meeting

?   Notification of meeting

?   Notices sent and affidavit filed/or waivers filed

?   Officers present at meeting

?   Others present at meeting

?   Officers presiding over meeting

?   Calling of meeting to order and quorum present
Annual matters

?   Date last state corporate tax return filed

?   Date last federal corporate tax return filed

?   Date last state annual report filed

?   Date last federal pension/profit-sharing returns filed

?   Date any other required reports/returns filed
?   Date of last financial statement

?   Review current employment agreements

?   Review current insurance coverage

?   Review stock transfer ledger

?   Review current financial statement

?   Review current year-to-date income and expenses

?   Review current salaries

?   Review current pension/profit-sharing plans

?   Review other employee fringe benefit plans

?   Review accounts receivable

?  Determine if collection procedures are warranted

?   Review status of any outstanding loans

?   Ascertain net profit

?   Determine if a stock dividend should be declared

?   Discuss any major items requiring board action

?   Major purchases or leases (real estate or personal property)

?   Lawsuits

?   Loans

?   Adjournment of meeting

?   Date and secretary signature on minutes
Notice of Annual Board of Directors Meeting of _____________________


TO:











In accordance with the bylaws of this corporation, an annual meeting of the board of directors will be held on ____________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at _______________.


Dated: ____________ , 20 ___
Corporate Seal


______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation


Affidavit of Mailing of Notice of Annual Board of
Directors Meeting of ____________________


State of ______________________
County of ____________________


Being duly sworn, ____________________________________________________ states:

I am the secretary of ____________________, a corporation organized under the laws of the State of ____________.

On ___________, 20 ___, I personally deposited stamped and sealed copies of the Notice of Annual Directors Meeting of this corporation in a post-office box in the City of ____________________, in the State of ____________.
 
The copies were correctly addressed to the following persons:

Name of Director                 Address of Director
___________________________________      ________________________________________

___________________________________      ________________________________________

___________________________________      ________________________________________


Dated: ____________, 20 ___
Corporate Seal

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation

Subscribed and sworn to before me on ____________, 20 ___.

____________________
Signature of Notary Public

Notary Public, In and for the County of __________
State of __________

My commission expires: ____________                Notary Seal
Waiver of Notice of Annual Board of Directors Meeting
of _____________________


We, the undersigned directors of this corporation, waive any required notice and consent to the holding of the annual meeting of the board of directors of this corporation on _____________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at ________________.


Dated: ____________, 20 ___



      Signature of Director                     Printed Name of Director

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________


Minutes of Annual Board of Directors Meetingof _____________________


The annual meeting of the board of directors of this corporation was held on ______________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at _______________.

Present at the meeting were the following people: _____________________________________ ____________________________________________________________________________________________________________________________________________________________
all of whom are directors of this corporation.

The following persons were also present: ____________________________________________ ___________________________________________________________________________________________________________________________________________________________.
 
_______________________, the president of the corporation, presided over the meeting.

_______________________, the secretary of the corporation, served as secretary for the meeting.
 
1.   The president called the meeting to order.  The president determined that a quorum was present and that the meeting could conduct business.

2.   The secretary reported that notice of the meeting had been properly given or waived by each director in accordance with the bylaws.
 
Upon motion made and carried, the secretary was ordered to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting.

3.    The secretary distributed copies of the minutes of the previous meeting of the board of directors which had been held on ___________, 20 ___.

Upon motion made and carried, these minutes were approved.

4.    The president presented the annual Presidents Report.

Upon motion made and carried, the Presidents Report was approved and the secretary was directed to attach a copy of the Presidents Report to these minutes.

5.    The treasurer of the corporation presented the Treasurers Report, which stated that as of ___________, 20 ___, the corporation had a net profit of $ __________.

Upon motion made and carried, the Treasurers Report was approved and the secretary was directed to attach a copy of the Treasurers Report to these minutes.
6.    Upon motion made and carried, the board of directors
RESOLVED that:

A dividend of $ __________ per share of common stock is declared on the stock of this corporation.  This dividend shall be paid to the shareholders of record as of ____________, 20 ___, and shall be paid on ___________, 20 ___.  The officers of this corporation are directed to take all necessary actions to carry out this resolution.

7. Upon motion made and carried, the following persons were elected as officers of this corporation for a term of one (1) year:
_______________________________________________ , President

_______________________________________________ , Vice-President

_______________________________________________ , Treasurer

_______________________________________________ , Secretary

8.   Upon motion made and carried, the salaries of the officers were fixed for the term of one (1) year at the following rates:

President       $ ____________________

Vice-President    $ ____________________

Secretary       $ ____________________

Treasurer       $ ____________________

9.   The following other business was transacted:








There being no further business, upon motion made and carried, the meeting was adjourned.

Dated: ____________, 20 ___
Corporate Seal

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation

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