Meeting Minutes for Alabama

The corporation, _____________ (the "Corporation"), held a _____________ meeting of on _____________, at _____________ at _____________, _____________, _____________ _____________.

_____________, the _____________ of Corporation, served as Chairperson of the meeting and presided over the meeting. _____________, the _____________ of Corporation, served as the Secretary of the meeting and recorded the meeting proceedings.

The Secretary of the meeting called roll and announced the following:

The Secretary of the meeting tallied the number of present, in person or by proxy, finding that it met quorum. Thus, the Chairperson of the meeting announced that a quorum was present, all parties could simultaneously hear the meeting, and the meeting could conduct business.

The following pertinent issues were then presented at the meeting. Each of them were considered, discussed, and their objections registered. On motion duly made and seconded, the resolutions recorded herein are approved and adopted.

  1. Unless otherwise specified and restricted within the resolution, any one director or officer of Corporation is authorized to sign all documents and perform such acts as may be necessary or desirable to give effect to the above resolutions.
  2. The Secretary of Corporation is directed to update the corporate records with this resolution, as appropriate.
  3. There being no further business, on motion duly made, seconded, and carried, the meeting was adjourned.

    ________________________________
    _____________, Meeting Secretary

    _____________________
    Date

    Instructions for Your Meeting Minutes



    The minutes to your corporate meeting should capture the important details of what occurred at the meeting. It is not a cumbersome transcript of the meeting, but it should include more details than a corporate resolution that only records the passed and adopted corporate actions. Here are some helpful tips to guide you through completing your meeting minutes.

    Entity Types

    Meeting minutes are necessary business documents for certain corporate meetings. That is to say, it is a required document for both for-profit and nonprofit corporations. However, meeting minutes for Limited Liability Companies (LLCs), aka "company meeting minutes," are not absolutely necessary. An LLC may adopt the forms and procedures of a corporation and use company meeting minutes to document its meetings in a formal manner. This will be helpful, for example, for banks considering providing financing to the LLC or for the LLC investors to obtain a transparent understanding of the company.

    Corporate Name

    Enter the corporation's name exactly as it appears on your articles of incorporation or articles of organization filed, or to be filed, with the state.

    Meeting Type

    Corporations may have many different types of meetings. Generally, the following are the most common meetings:

    • Regular meetings are accounted for in the corporation's bylaws or organizational documents and often held at regular intervals such as monthly or quarterly.
    • Annual meetings are often required by corporate documents and state law to be held once a year, such as shareholders' meetings.
    • Special meetings are identified as out of the ordinary course of the corporation's business and do not reoccur on a regular basis.
    • First meetings establish the fundamentals of incorporation or company formation.

    You may enter your own type of meeting by selecting "Other" and typing in the meeting type that suits your corporation's needs.

    Meeting Participants

    Corporations may have meetings for people holding many different titles. The following are the most common meeting participants:

    • Shareholders
    • Board of Directors
    • Members
    • Board of Managers

    You may also enter your own meeting participants by selecting "Other."

    Meeting Date and Time

    Enter the actual meeting date and time.

    Physical Meeting Location

    Enter the actual physical meeting location. This is often a corporation's headquarters, one of the executives' main operational offices, or a hotel conference center for large organizations.

    Telephone or Video Conference Option

    Corporations may have participants attend the meeting via phone or video conference, if allowed by your corporation's formation documents. Additionally, the corporation needs to be relatively certain that the phone or video participation will afford the participants the same opportunity to speak, object, vote, and do anything else required of them as if they were attending in person.

    If the corporation decides to offer meeting participation by phone, it should set up a private phone line for the meeting time and supply the phone number and any access code needed to all participants. Likewise, if the corporation decides to offer meeting participation through video, it should set up a video conferencing link for the meeting time and supply the link or any access information to all participants.

    Meeting Chairperson

    At each meeting there should be a Meeting Chairperson who runs the meeting. The Meeting Chairperson gives order and direction to the meeting and makes sure the meeting proceeds according to rules and regulations and all the agenda points are addressed. Enter the full name and corporate title of the Meeting Chairperson.

    Meeting Secretary

    A Meeting Secretary is the person who records the important details of the meeting for the meeting minutes and signs the meeting minutes. The Meeting Secretary is also responsible for the meeting roll call among other administrative tasks during the meeting. Enter the full name and corporate title of the Meeting Secretary.

    Notice

    Notice for a meeting is generally given ahead of the meeting. If the notice is given in writing, it is important to remember that the notice should be attached to the meeting minutes and filed with the corporation records.

    Where no notice was given, the meeting can still go forward if the meeting participants attend the meeting or if the participants sign a waiver of notice and consent. Even though attending meetings without objection during the meeting is often technically a sufficient waiver of notice, it is better for the corporation to document the attendee's waiver in writing with an official waiver of notice and consent. You can find an easy-to-use waiver form under the Document tab on LegalNature.com. It is important to remember that all waivers of notice and consent must be attached to the meeting minutes and filed with the corporate records.

    In the Objections field, enter any objections from meeting participants about the notice. This is generally about the way the notice was given (or not given). Include the name of the participant and their specific objections in complete sentences.

    As a general note, objection fields in this meeting minutes allows the corporation to document dissent from eligible voting participants. This could shelter the corporation, or the objector, from certain liability in the future and therefore may eventually serve a purpose.

    Participation in Person

    Enter the names of all participants eligible to vote who were physically present at the meeting.

    Participation by Proxy

    Enter the names of all participants eligible to vote who were represented by a third party at the meeting.

    Absent Participants

    Enter the names of all participants eligible to vote who were not present at the meeting and not represented by a third party.

    Guests

    Guests may attend your corporate meeting for various reasons. Some are invited to observe the proceedings and others may be there to make a proposal for the corporation or present report findings. If guests were present at your meeting, enter the name(s) and purpose(s) for the guests' presence.

    Quorum

    To find out what is required quorum, refer to your corporation's formation documents. It is most often contained in the bylaws, operating agreement, articles of incorporation, articles of organization, shareholders' agreement, or other similar documents your corporation may have. Most common quorum thresholds are a majority or supermajority of the decision makers. However, your corporation may have established a lower or higher threshold.

    Enter any objections from meeting participants about whether quorum was met at the meeting. Include the name of the objecting participant and their specific objections.

    Resolution: Adopt Corporate Documents

    A corporation's foundational documents are generally reviewed, discussed, approved, and adopted immediately at the first corporate meeting. Enter the names of all corporate documents approved for official use.

    Resolution: Amend Corporate Documents

    A corporation's foundational documents often require a high standard of approval by the corporation's ultimate decision makers before these documents can be changed or amended. To make changes to the corporation bylaws, charter, shareholders' agreement, or operating agreement, select the appropriate document to be amended and write out the specific section to be changed, replaced, or eliminated.

    Resolution: Appointment of Directors/Officers/Managers

    Use this resolution to appoint directors, officers, and managers to their respective positions within the corporation. These new appointments will begin immediately until their successors are elected, they resign voluntarily, or they are removed from the position by the corporation.

    Resolution: Approve Annual Budget

    One of the most common decisions that requires a resolution is the annual budget approval. Here, the decision makers review the corporation's financials from the previous year and approve the estimated budget for the coming year. To complete this section, insert the start and end date of your corporation's fiscal year.

    Additionally, it is important to remember that the approved budget plan should be attached to the resolution and filed with the corporate records.

    Resolution: Borrow Capital

    When borrowing capital, the banks frequently require proof that the corporation authorizes the loan. A resolution from the corporation stating consent to borrow capital with certain dollar and collateral limits will satisfy the bank that the corporation and their officers or representatives have the authority to engage the bank and seek out a loan.

    Resolution: Commence or Defend a Lawsuit

    This resolution authorizes the corporation's officers to either 1) start a new lawsuit against a third party that has wronged the corporation or 2) defend an existing lawsuit from a third party alleging that the corporation committed certain wrongdoings. The resolution should include some general terms to reference the nature of the legal dispute and the parties involved. The resolution also gives the President or Chief Executive Officer the authority to reasonably settle the dispute.

    Resolution: Declare Dividend Distribution

    To declare a dividend distribution to its shareholders, the corporation only needs to provide the distribution type, dollar amount per share, and classes of shares affected by this resolution. The corporation should also establish a "record date," which is the cut-off date to determine the shareholders eligible to receive the dividend distribution.

    Resolution: Hire an Employee

    This resolution allows the corporate officers to engage in the hiring of a specific employee and set the parameters of the employment offer. The officers cannot hire an employee for more than the resolution's maximum dollar limit. The employee will receive whatever standard benefits that are offered to other employees unless otherwise noted in this section.

    Resolution: Lease or Purchase Certain Assets

    For larger ticket items, a corporation and its financiers will often require the decision makers to authorize the expenditure before the lease or purchase is made. This section identifies these leases or purchases in order to specifically authorize the officers to procure these items. Additionally, it is important to remember that the lease or purchase agreement, if available, should be attached to the resolution and filed with the corporate records.

    Resolution: Negotiate a Contract

    This resolution authorizes the corporate officers to enter into negotiations with a third party. A resolution is usually reserved for large or long-term contracts. It is not necessary for the officers to gain approval from the corporate decision makers for smaller negotiations that the corporation may encounter on a daily basis.

    Resolution: Obtain License or Government Approval

    This resolution authorizes the corporate officers to pursue all licenses or government approvals that are specified here. This can also serve as verification to third parties that the corporation authorizes all actions relating to the procurement of these licenses and approvals.

    Resolution: Open a Bank Account

    Nearly every business will need a bank account and this resolution concisely enables the corporate Chief Financial Officer to authorize opening a bank account with a reputable bank for the corporation's sole use and benefit.

    Resolution: Ratify Pre-Formation Acts

    This resolution allows the decision makers to authorize the pre-formation decisions made by the corporation's incorporators, agents, or members. For example, this resolution allows the shareholders to ratify acts taken by the incorporators to secure a lease for the corporation headquarters after careful consideration.

    Resolution: Ratify Prior Acts

    This resolution allows the decision makers to authorize any prior acts or decisions made by people who report to the decision makers. For example, this resolution allows the shareholders to ratify acts taken by the board of directors and any corporate officers after careful consideration of the directors' and officers' actions and decisions.

    Resolution: Retain a Specialist

    This resolution authorizes the corporation to hire a specialist at a reasonable market rate as approved by the Chief Financial Officer. These specialists may include accountants, attorneys, brokers, consultants, and more.

    Resolution: Sell Business Equipment, a Vehicle, or Other Assets

    This resolution identifies assets the corporation wishes to sell and the intended buyer. It is important to remember that the sales agreement, if available, should be attached to the resolution and filed with the corporate records.

    Resolution: Terminate a Specific Contract/Employee/Officer/Director/Lease

    This resolution formally approves the termination of a specific contract, employee, officer, director, or lease. The termination may occur immediately or on a specified date.

    Resolution: Other

    Here, you may add any additional resolution passed by the corporation.

    Resolution Objections

    Enter any objections to the resolutions passed during the meeting. Include the names of the objectors, the resolution that is being objected to, and the specific reason for the objection. As noted previously, objection fields in this meeting minutes allows the corporation to document dissent from eligible voting participants. This could shelter the corporation, or the objector, from certain liability in the future and therefore may eventually serve a purpose.

    Announcements

    Enter any announcements—unrelated to resolutions adopted—that were made at the meeting.

    Final Steps

    You may distribute the meeting minutes as soon as possible to all attendees for their review and to get feedback. If no revisions are suggested, formalize the minutes and print and keep them in a corporate meeting binder. Distribute the final minutes to attendees and those absent. Alternatively you can also distribute and revise the minutes at the next scheduled meeting.

Please note that the language you see here changes depending on your answers to the document questionnaire.

Meeting Minutes

Meeting minutes serve as official records of the meetings of an organization. They are required for certain corporate meetings and can help settle disputes about why decisions were made and by whom.

LegalNature's meeting minutes helps you easily document the meeting participants, topics discussed, resolutions passed, objections raised, and much more. Standardized language for most common resolutions is included to save you time.

Get started now with LegalNature's intuitive form builder to document your organization's meetings!

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user guide icon Help Guide

This guide provides an explanation of the key terms and considerations when creating your meeting minutes. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

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checklist icon Checklist

Review the basic steps you will need to follow before and after completing your meeting minutes. This includes tips on gathering information, signing your agreement, completing related documents, and reusing our meeting minutes questionnaire for future meetings.

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