This review list is intended to educate you on the subject of this document and to aid you in its preparation. This document serves as a record of shareholder special meetings. It is advisable to distribute this document to all shareholders, both present and absent, following the conclusion of the meeting and approval and signature of these minutes.
- Make several copies. Distribute one to each listed shareholder and maintain one in your company minute book.
Minutes Of A Special Shareholders Meeting
Minutes of a Special Shareholders Meeting
Pursuant to notice of meeting, dated _________________, a special meeting of shareholders of ________________________. was held at ______________, ________, _____________ on ____________ at _______.
A quorum of shareholders 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, ____________________________.
The following actions were taken at this meeting: ______________________________________________________________________.
There being no further business to come before the meeting the same was adjourned.
Dated: _______________________________________
______________________________________________________
Secretary
______________________________________________________
Attest: PresidentMinutes of a Special Shareholders Meeting
Review ListThis review list is provided to inform you about this document in question and assist you in its preparation. This document serves to memorialize actions taken at special meetings of the shareholders. It is wise to circulate this document to all shareholders, attending and non-attending ones, after the meeting is concluded and these minutes approved and signed off on.
1. Make multiple copies. Send one to each shareholder of record; keep one in your corporate minute book.
Frequently Asked Questions
What is a special shareholders meeting?
A special shareholders meeting is a meeting of the shareholders of a corporation that is called for a specific purpose, as opposed to the annual meeting. It is held pursuant to a notice of meeting and only the business stated in the notice can be conducted. The minutes of such a meeting memorialize the actions taken.
What should be included in the minutes of a special shareholders meeting?
The minutes should include the date, time, and place of the meeting, the name of the chairman, a statement that a quorum was present, and a record of the actions taken. They should also note that proxies were examined and admitted, if any. The minutes are dated and signed by the secretary and attested by the president.
Who signs the minutes of a special shareholders meeting?
The minutes are typically signed by the secretary of the corporation and attested by the president. The document includes a dated signature line for the secretary and an attest line for the president. This formalizes the record of the meeting.
Why is a quorum important for a special shareholders meeting?
A quorum is the minimum number of shareholders required to be present, either in person or by proxy, to validly conduct business. The minutes state that a quorum of shareholders attended, as shown by the attached roster. Without a quorum, actions taken at the meeting may not be valid.
What is the purpose of a special shareholders meeting?
A special shareholders meeting is held to address specific matters that require shareholder approval and cannot wait until the next annual meeting. The notice of meeting specifies the purpose, and only that business can be conducted. The minutes record the actions taken.
How are proxies handled at a special shareholders meeting?
Proxies are examined and admitted as shown by the attached roster. This ensures that shareholders who cannot attend in person can still vote. The minutes note that proxies, if any, were properly examined and admitted.
What is the role of the chairman at a special shareholders meeting?
The chairman calls the meeting to order and presides over the proceedings. The minutes identify the chairman by name. The chairman ensures that the meeting is conducted properly and that business is limited to the stated purpose.
What happens after the business is concluded at a special shareholders meeting?
After all business has been addressed, the meeting is adjourned. The minutes state that there being no further business, the meeting was adjourned. The secretary then prepares and signs the minutes.
Should the minutes of a special shareholders meeting be circulated to shareholders?
Yes, it is wise to circulate the minutes to all shareholders, both those who attended and those who did not. This keeps everyone informed of the actions taken. The review list included with the document suggests this practice.
What is the difference between a special shareholders meeting and an annual meeting?
An annual meeting is held regularly as required by law or bylaws, while a special meeting is called for a specific purpose as needed. Special meetings are not held on a regular schedule. The minutes of a special meeting focus only on the specific actions taken at that meeting.
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