1.) The place, time and date information needs to be in line with whatever is specified in the company’s bylaws. For Mother Earth Farm Inc., the bylaws explicitly say that the meeting will be held on the second Tuesday of February at 2 p.m. Your bylaws don’t necessarily have to be as precise. Most state statutes require that the annual meeting be held at a date, time and place set forth in the bylaws, or be determined in accordance with the bylaws. For example, the bylaws could simply specify a month and a place and require that the precise time be determined within 30 days of the meeting date. Whatever the case, be sure that you follow what your bylaws say and report the actual date, time, place and purpose of the actual meeting in your minutes.

2.) Most states require that director elections are held at the annual meeting. Any other matter that is discussed is up to you. It’s helpful to state the purpose at the beginning of the minutes as it makes it easier to recall what was covered if you’re searching for something in particular.

3.) Mom is the president and the bylaws say that the president presides over shareholder meetings. Daughter is the secretary of the corporation, so she’s the one that handles administrative aspects, including the minutes.

4.) State statutes require that shareholders are told in advance the date, time and place of the annual meeting as well as the purpose, or what will be covered, so that they can plan and prepare. This invitation to the meeting–or “notice” in legal speak–must be in writing and must follow the timing protocol that is set forth in your bylaws. For example, if your bylaws say that you must notify shareholders of the annual meeting 30 days prior to the meeting date, be sure to do so. Your bylaws can also specify how such notice can be waived. For example, some bylaws say that if a shareholder shows up and didn’t actually receive a written announcement about the meeting, the notice requirement is waived (unless they specifically came to raise issue about improper notice). This makes sense, as the point of requiring written notice is to be sure shareholders know about the meeting. If they show up, they obviously know about it. As for providing shareholders advanced notice about the purpose of the meeting, it’s generally sufficient to attach an agenda or to simply provide some bullet points on topics to be covered along with the written notice announcing the meeting time and place. You may also want to include a catch-all statement like “any other relevant business matter that may arise.” This allows other matters to be discussed if they spontaneously arise. So basically, this section in the minutes states the notice and waiver requirements in the bylaws were followed. It is also good practice to include copies of the written notice or waivers as they provide a safeguard if a shareholder later down the road contests that they weren’t given proper written notice.

5.) Most state statutes require that an alphabetical list of the shareholders is available for inspection at the annual meeting. This is also required in the Mother Earth Farm bylaws. Including a statement about it in the minutes is good practice.

6.) This is where you list each shareholder and the number of shares they have. The bylaws will specify what a quorum is, or how many shareholders need to be present for a vote to take place. The Mother Earth Farm, Inc. bylaws say that a quorum is a majority of the voting shares. Since mom and daughter both own 50 percent of the 100 shares of Mother Earth Farm, Inc., both need to be present to meet the quorum. If a proxy was used (i.e., someone standing in for either mom or daughter), be sure to include a sentence after this list that announces that a copy of the written proxy is attached to the meeting minutes.

7.) This is where you list non-shareholders who were present at the meeting. This could include employees of the company who have something to report, or experts such as lawyers or accountants to advise on legal or financial matters.

8.) It is customary to approve the previous meeting’s minutes as the first matter of business at a meeting. While it is not legally necessary, it’s a good way to remind shareholders of the issues that came up the year before.

9.) Making a “motion” and “seconding the motion” is a customary formality in corporate meetings. Basically, any official action or vote that is to be taken at a meeting requires at least two people to agree. The first “moves” or “makes a motion” for the vote, and the second person “seconds” the motion. Then the vote can take place. This helps assure that only relevant and significant matters go to a vote. Here, it seems silly given there are only two shareholders. However, it’s good business practice to follow these customary formalities.

10.) Since Mother Earth Farm, Inc. only has two shareholders who are also the only board members, officially voting on this matter each year may seem like a waste of time. However, it’s important to follow the formality and to report it in the minutes since most states require director elections to be held at annual meetings.

9.) Making a “motion” and “seconding the motion” is a customary formality in corporate meetings. Basically, any official action or vote that is to be taken at a meeting requires at least two people to agree. The first “moves” or “makes a motion” for the vote, and the second person “seconds” the motion. Then the vote can take place. This helps assure that only relevant and significant matters go to a vote. Here, it seems silly given there are only two shareholders. However, it’s good business practice to follow these customary formalities.
10.) Since Mother Earth Farm, Inc. only has two shareholders who are also the only board members, officially voting on this matter each year may seem like a waste of time. However, it’s important to follow the formality and to report it in the minutes since most states require director elections to be held at annual meetings.

11.) If any reports are presented at the meeting, be sure to attach them to the minutes. Again, this serves to track what information was presented in case a dispute arises. Of note, most states require that a corporation prepares and files an annual report, which reports on the corporation’s activities throughout the preceding year and provides a summary of the financial performance. Here, the accountant attended the annual meeting to report on the financial performance. This is not at all necessary. However, reviewing your financial performance annually with an accountant can be a helpful exercise. Doing this at an annual meeting ensures that all shareholders have the opportunity to directly hear the expert advice and any tips for financial improvement.

12.) Electing the board of directors may be the only and final order of business, as it’s really the only matter that is legally required to be handled at an annual meeting. However, consider the annual meeting as an opportunity to discuss and handle any new or unfinished business matters. One example is an amendment to the bylaws. The Mother Earth Farm, Inc. bylaws require unanimous consent for an amendment. The bylaws also require that a proposed amendment to the bylaws be announced before the meeting, or included in the official written notice. Be sure to follow your bylaws in such situations.Here, both Mom and Daughter agree to changing the meeting time. Be sure to attach the amendment to the meetings and follow up by formally amending the bylaws accordingly and including a new copy of your amended bylaws in your corporate binder together with all your meeting minutes.

13.) If there is no further business discussed, the meeting can be adjourned. Again, customarily, this official action requires two people to agree by making a motion and seconding the motion.