October 19, 2010

TRAINING FOR TOMORROW: Shareholders' Meetings: Form of Minutes of Annual Meeting of Shareholders

Most states expressly require a corporation to maintain minutes of shareholders' meetings and records of actions taken by shareholders without a meeting. Some states specify that certain records must be kept at the corporation's principal office. Other states require that they be kept within the state. It is a good practice for a corporation to retain permanent records of other documents related to shareholder actions, including notices of shareholders' meetings and other written communications to shareholders, such as proxy solicitation materials or reports of inspectors of election.

As an example of the amount of detail required in these documents, we have provided a Form of Minutes of Annual Meeting of Shareholders, which appears as Appendix P in the Handbook for the Conduct of Shareholders' Meetings, Second Edition. Please click on the hypeelink below to access this form.

The Handbook has recently been published in its second edition. This publication is the result of the efforts of the Corporate Laws Committee and the Corporate Governance Committee of the Business Law Section.