305 Resolutions

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RESOLUTION: TERMINATE OFFICER SALARIESRESOLVED, that the salaries of the President, Vice President, Secretary and Treasurer of this Corporation, as fixed by resolution of the Board of Directors at a meeting held on ,(year); (year),

shall be terminated as of


that the said officers shall serve the Corporation as such officers without

compensation; and that no salaries shall be paid to the said officers until authorized by the Board of Directors.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of , a corporation duly formed pursuant to the laws of the State of , and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors, and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on ,(year),

and that


IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this ,(year).

day of

A True Record. Attest. ______________________________________ Secretary



Corporate Records Made E-Z contains all the important, ready-to-complete forms and documents you need to keep proper corporate minutes and records. Virtually every corporate record keeping form is at your fingertips, giving you the protection you need without the inconvenience or cost of using an attorney for simple corporate matters you can easily handle yourself. Corporate Records Made E-Z is the ideal way to get it in writing. What better way is there to legally document your important corporate transactions, avoid troublesome disputes, enforce your legal rights, comply with legal obligations and avoid liability? Virtually every size and type of corporation can use this software. It can be used by both non-profit and profit corporations as well as by S corporations and regular C corporations. It will be particularly useful to small and mid-sized corporations which require less formal record keeping than larger, publicly owned corporations. Written by a panel of attorneys and law professors, Corporate Records Made E-Z is considered safe and effective for use by nonlawyers.

Corporate Records Made E-ZWhat youll find in this guide:

Why corporate record keeping is important The corporate organization The role of the stockholder Running your corporation Keys to keeping good corporate records

Why good corporate records are essentialNo business owner has become wealthy simply because he or she kept good corporate records. Yet, good corporate record keeping is essential for several important reasons. 1) To protect you legally. Generally, when you create a corporation, you create a legal entity separate and distinct from you as an individual. That means the corporation is responsible for its own actions. You are not legally responsible for the acts of the corporation, unless it engages in any criminal activity. Thats why its important for you to document all of the actions of the corporation. Without well-maintained corporate records, the courts may disregard your corporate status and allow creditors to sue you personally

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for debts of the business. This is called piercing the corporate veil. This means the courts can conclude that because the corporation did not accept its responsibilities and document its transactions, it is only a sham, or mere alter-ego of its owners. This problem occurs more often than you may think. This inevitably leads to personal as well as corporate liability for the business debts. If your corporation has multiple stockholders, the need for detailed corporate records becomes even more critical. Any one stockholder may quite easily challenge the authority for a Quite often an owner of a transaction.Only complete and accurate business cannot prove that the corporation acted for resolutions can demonstrate that the its own purposes rather action was properly authorized by the than that of the owner stockholders and/or the directors. personally. A corporation can encounter many additional legal problems. Where transactions require director or stockholder approval, then a detailed record of the transaction as discussed and/or voted at a directors or stockholders meeting may resolve the dispute in your favor. As an officer or director of a large corporation, you must particularly insist upon accurate minutes so you can prove your actions at these meetings and also show matters you voted against. Because lawsuits against directors are common, you must be able to defend your every action on behalf of the corporation. This is possible only with written proof, and that means good corporate records. 2) To gain important tax benefits. Have the corporate benefits you enjoy been properly voted? Have loans between you and your corporation been authorized in writing? Did you hold the required meetings to decide upon becoming an S Corporation or to change your corporations fiscal year? Do you have resolutions authorizing your own salary?

The IRS will inspect your corporate minute book and without written documents to support the actions of the corporation, it may disallow any tax benefits resulting from those actions. This can produce a large tax liability only because you failed to take the few moments necessary to keep up-to-date corporate minutes. Dont you lose your valuable tax benefits. Make good corporate record keeping an essential part of your tax schedule. The IRS is particularly demanding when it comes to corporate records.

The corporate organizationCorporate Record Keeping Made E-Z is the perfect way to keep good records of all corporate transactionsquickly, efficiently, inexpensively and professionally. You can incorporate in any state, Puerto Rico or the District of Columbia, and much has been said about incorporating in corporate-friendly states like Delaware or Nevada. However, small corporations are advised to incorporate in the state where they are located and do business. If you do business across state lines, you may have to qualify as a foreign corporation in states other than your own. Once you have decided where to incorporate, a great deal of information Incorporating in the state about how to set up your corporation free where you are located or for minimal fees can be obtained from the makes the most sense. Secretary of State of that state. Additionally, most states provide their own specific Certificate (or Articles) of Incorporation. Before filling out any incorporation records, contact your Secretary of State. A listing of the addresses and telephone numbers is include in this product.

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Any corporation, whether large or small, conducts its affairs through three different groups: officers directors stockholders

Corporations, of course, also function through employees who carry out the day-to-day mandates of the officers. In most states one person may occupy all positions in the corporation (president, treasurer and secretary) and be its sole stockholder and director. Lets examine more closely the functions of each group.

OfficersEvery corporation must have three officers: President Treasurer Secretary (or clerk)

As stated, one person may generally serve in all three capacities, although the persons responsibility and authority necessarily changes through the different offices the person assumes. In addition to these statutory offices, there may be vice presidents and/or assistant secretaries or clerks. The president has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board. The president may be elected by the board or by the stockholders. The bylaws prescribe this procedure. The treasurer has a narrower role. The treasurer is the chief financial

officer of the corporation and is responsible for controlling and recording its finances. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day-to-day basis. The corporate secretary is responsible for maintaining the corporate records. This product derives its name Corporate Records Made E-Z from this office because it handles the role of keeping corporate records so effectively.

The authority of each officer is spelled out in the corporate bylaws and may be further defined by an employment contract or job description.

DirectorsThe Board of Directors is the overall management body for the corporation. The board is responsible for establishing all business policies and for approving major contracts and undertakings. The board may also elect the president. Ordinary business practices of the corporation are carried out by the officersand employeesunder the directives and supervision of the directors. The directors must act collectively for their votes and decisions to be valid. Thats why directors act at a Board of Directors meeting. This, however, requires certain formalities. One is that the directors must be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporations Articles of Incorporation or Bylaws. A quorum is usually a majority of the directors then serving on the board; however, the bylaws may specify another minimum number or percentage. Boards meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular meetings. Boards may also call special meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.

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For a directors meeting to be valid, there must also be a quorum of directors present.

If your corporation is an existing one, use the resolutions contained in this book as a checklist to insure your corporation has satisfied all legal requirements.

Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporations. The board must also act prudently and not negligently manage the affairs of the corporation. Finally, the board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others. The board must be very careful to document that each board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings The first meeting involving officers, directors and of the Board of stockholders. The recordor minutes Directors is important of the meetingmust include the because the bylaws, the arguments or statements to support the corporate seal, stock certificates and record action and why it was proper. books are adopted.


Since the stockholders own the corporation, the officers and directors must ultimately serve their interests. Still, this does not mean that stockholders are powerless concerning the affairs of their corporation. Generally, the stockholders vote on the following matters:

appointment of the president election of the Board of Directors

major changes in the basic organization of the corporation. This may include: change of name or address change in the nature of business change in bylaws change in type and number of shares of stock issued

The rights of the stockholders are governed by the bylaws of the corporation as well as by prevailing state laws.

change in size or composition of board encumbering corporate assets dissolution or winding down of the corporation selling, consolidating or merging the corporation.

Stockholders, like directors, cannot act unilaterally. They must act either at a regular stockholders meeting (ordinarily held annually after the end of the fiscal year) or at a special meeting of the stockholders (ordinarily called at the request of the board). There must be notice of the meeting and notice of the agenda (items to be discussed and voted upon). Most states require 10 days notice and not more than 50 or 60 days notice be provided. You can specify a time period in the corporations Articles of Incorporation. Waivers of notice are allowed if the Board fails to notify stockholders of the meeting or an emergency prevents adequate notice. Stockholders may vote in person or vote by proxy, which means having another person vote in the stockholders place. As with directors, there must

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also be a complete and accurate recordor minutesof a stockholders meeting. Some states allow certain actions, e.g., amending the Articles of Incorporation, to be taken without holding a stockholders meeting if (1) the corporation obtains a written consent to the action from the stockholders, and (2) the written consent states what action the stockholders have consented to. Check with your state to find out how many stockholders must sign a consent for it to be valid. Occasionally, there will be a combined meeting of stockholders and directors. This is perfectly permissible, however, you still need complete minutes of meetings.

Running your corporationResolutions record the major decisions taken by the corporations stockholders or Board of Directors. While not always required, it is a good idea to record your actions in the form of resolutions because they show outsiders that the actions were taken Remember that by and on behalf of the corporation. shareholders vote their Some resolutions are passed only by shares and it is the number of sharesnot the number the stockholders; others, only by the of shareholdersthat Board of Directors. Some must be decide the vote. passed by both bodies. Amendments to the Articles of Incorporation must then be filed with the Secretary of State in the state of incorporation for the amendments to become effective. Some states also require corporations to file a notarized affidavit, which verifies the number of outstanding shares at the time of the vote. Stockholders must also vote to dissolve the corporation or to file for bankruptcy or reorganization.

Online Guide

Resolutions adopted by the Board of Directors that generally do not require stockholder approval involve everyday operations of the corporation, including leasing, major purchases, hiring, banking, borrowing, investing, paying of dividends, salaries and bonuses, providing benefits for employees and changing the corporate status, such as obtaining S status. As a general rule all records, resolutions and minutes of your corporation should be k...