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The purpose of any shareholder record of monthly, quarterly or annual meetings is documenting decisions, changes or steps the corporation agrees to make. Without documentation of what was discussed and voted upon in the meeting, decisions made may not be acted upon or arbitrarily acted upon, meaning steps taken do not represent the majority vote.S Corporation meeting minutes requirements are similar to those of other corporations and must state decisions made clearly, actions voted and agreed upon, and issues tabled where no decision was made.Records of these minutes also need to be kept in a place (usually your corporate binder) where all shareholders have access to them and once minutes are typed and signed by the secretary of the corporation, they should be sent to each shareholder whether it's via fax, email or snail mail.Inclusion of recorded minutes in corporate binders helps to settle any disputes when designated shareholders are chosen to take the necessary steps to complete an agreed upon action item such as changing the corporation's accountant or opening a new bank account even entering into a business loan.If one shareholder feels actions were taken without a unanimous vote, the meeting minutes are the place to go to determine what was decided, what was approved, and what was tabled for a later meeting. Having a record is the best way to resolve disputes to ensure board members are acting as designated or discussed and approved in the meeting.When to Hold MeetingsEvery S Corporation is required to have at least one meeting per year it's up to the corporation if they want to hold additional meetings or special meetings when an issue arises that requires immediate action.Upon the formation of the S Corporation, your bylaws should clearly state the process of annual meetings, how to notify shareholders of the upcoming meeting and the rules for special meetings and notifications.A sample of bylaws for an S Corp can be found in our Media Gallery and includes a valuable section on meetings.Special meetings are often necessary to discuss actions affecting the corporation or issues that can't wait for a shareholder vote at the annual meeting.
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