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The Minutes of the Meeting is a written document that records the details of a meeting of the stockholders or directors of the corporation. It is usually drafted by the corporate secretary and attested to by the moderator of the meeting. The moderator of the meeting is usually the person named in the By-laws as the person who will preside over the meetings of the stockholders and directors of the corporation. It is usually the president or the chairman of the corporation.
The Minutes of the Meeting contains the logistics of the meeting such as the place, date and time of the meeting.
What needs to be observed?
This template is drafted for a stockholders' meeting. It can be used either for a regular (annual) meeting of the stockholders or a special meeting of the stockholders.
The user can choose whether to list the names of the stockholders who attended the meeting in person or by proxy or to enter the total number of shares that attended the meeting, either in person or by proxy. In either case, there must be a quorum for the stockholders to conduct business. A quorum exists when majority of the total outstanding capital stock is present. The total outstanding capital stock is the total shares of stock that have been subscribed to whether or not fully or partially paid. However, certain actions require the vote of 2/3 of the stockholders of the outstanding capital stock such as, but not limited to:
The minutes of the meeting usually include the approval of the minutes of the previous meeting, if the meeting is not the first meeting to be conducted. It usually also includes reports that are presented to the stockholders. Reports are usually updates on the status of the corporation and usually do not need any action from the stockholders. Resolutions are usually approved in a stockholders' meeting. Resolutions are actions that the corporation will take with the approval of the stockholders by a vote. For every resolution, the user may choose whether the votes will be recorded in the minutes of the meeting.
If the meeting is a regular stockholders' meeting, the stockholders usually vote to approve the external auditor of the corporation. The stockholders also elect the directors who will serve for the upcoming year.
How to use this document
Enter all the applicable information to complete the document. Once all the information is filled out, it should be printed and signed by the corporate secretary and the moderator. A copy should always be kept on file with the individual responsible for keeping the minutes of the meeting. This is usually the corporate secretary.
The Revised Corporation Code of the Philippines is the general law that governs the meetings of the stockholders and directors of a corporation. However, the requirements under the Corporation Code may be modified by the corporation's By-laws. There are other specific laws, such as the Securities Regulations Code, that may contain specific requirements depending on the type of corporation.
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