Archive for the ‘Corporations’ Category

Annual Shareholder Meeting Minutes – What Should You Include?

January 23rd, 2015 By Virtual Paralegal Services

Whether you have one shareholder or many, all states require corporations to hold an annual shareholder meeting and record the minutes. Most corporations, especially smaller organizations, only hold one meeting a year, therefore making recording the meeting very important.

Recording the minutes properly can be a tedious task. The paralegals at Virtual Paralegal Services are trained to precisely document the minutes of the meeting and produce an accurate account for future reference. Listed below are some of the main elements to include in your annual shareholder meeting minutes.

Basic Information About the Meeting

Minutes should include the location of the meeting, date and time of the meeting, as well as who called the meeting to order. The president, acting as chair of the meeting, may conduct the meeting.

Often a corporation states the meeting date in the bylaws and therefore notice is determined as already given. If that is not the case, the minutes must document how proper notice was given to the shareholders.

Attendance and Quorum

What makes up a quorum depends on each individual state law. Sometimes a corporation’s bylaws require that an even greater number must be present for a quorum. However, no matter what the state laws and bylaws specify, a quorum must be present in order to take any vote at the annual shareholder meeting.

The individuals in attendance should be specifically documented with their name and whether they appeared in person. Shareholders may be allowed to appear by proxy. Proxy rules are determined through individual state laws as well as corporation bylaws.

General Report

The chairman or president may give a general report about the corporation. The corporation may choose to inform the shareholders about the business and finances of the corporation. In addition they should inform the shareholders about any changes to shareholder’s stock. It should be documented if any additional handouts were provided to the meeting attendees.

Approval of Previous Minutes

Towards the beginning of the meeting, the secretary or paralegal will submit the prior meeting’s minutes to be approved. After reviewing the minutes, the shareholders will vote to approve and adopt the minutes. This should be recorded in the current annual meeting’s minutes.

Nomination/Election of Directors and (if applicable) Officers

One of the most important purposes of the annual meeting is to elect the directors and officers for the upcoming year. The annual shareholder meeting minutes must state the individuals nominated as well as who has been elected and with what vote count. As stated before, any vote that is taken requires a quorum.

Any Other Actions or Proposals Needed

Annual meetings are a time for the shareholders and executives to interact. Any issues or decisions within the corporation that need to be resolved can be brought up at the meeting. All information, including the vote counts, should be documented.

Next Meeting

Before adjournment, the next annual meeting can be determined and recorded in the minutes. This takes care of the issue of notice for shareholders for the next meeting.

Annual shareholder meetings are important to the management of a corporation. Contact us today to find out how the paralegals at Virtual Paralegal Services can assist in creating the most comprehensive account of your annual meetings.

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Keeping up with Technology: Employment Policies

September 9th, 2014 By Virtual Paralegal Services

As new technology advances permeate our lives, employers sometimes struggle with keeping their policies and procedures in line with new developments. The internet and the huge popularity of social media outlets have created new arenas for employers to advertise, interact with potential and current customers, and create new streams of revenue. It also presents opportunities for individuals to interact with one another, share ideas, and present themselves to friends and strangers alike in an online forum. Sometimes, the online life of an employer collides with that of its employees.

Social Media Use Regarding the Workplace

The National Labor Relations Board (NLRB) recently released a decision involving employee use of social media to discuss employment while outside of the workplace. It rendered the decision in response to two cases involving a restaurant and several of its employees, Three D, LLC, d/b/a Triple Play Sports Bar and Grille v. Sanzone and Three D, LLC, d/b/a Triple Play Sports Bar and Grille v. Spinella.

The employer sports bar fired an employee after she posted a negative comment on Facebook about the company’s handling of employee tax withholdings. The company also fired another employee who “liked” the first employee’s comment. The employer had an “Internet/Blogging” policy that banned “inappropriate discussions” about the restaurant.

The National Labor Relations Act (NLRA) protects most private employees – not just unionized employees – in their right to engage in what it calls protected concerted activity. This protected activity allows employees to band together to discuss subjects that relate to the terms and conditions of employment such as hazardous work conditions or pay without being fired or otherwise penalized by their employers.

In its decision, the NLRB held that the firing of both employees at Triple Play Sports Bar violated the NLRA because the employees were engaged in protected activity. The NLRB decided that even the act of pressing the “like” button on the Facebook post constituted protected activity.

In looking at the Internet/Blogging policy, the NLRB determined that it violated Section 8(a)(1) of the NLRA. Among the reasons why it determined that the policy was in violation included:

  • employees would reasonably construe that the policy prohibited Facebook posts such as the one that led to the termination of the two employees;
  • the policy did not provide concrete, illustrative examples of what the employer considered to be “inappropriate discussions”;
  • the employer’s decision to terminate two employees based on the Facebook activity gave other employees an “authoritative indication” that the policy extended to protected activity; and
  • the policy was too broad and would likely have the effect of preventing employees from discussing the terms and conditions of their employment with one another.

The decision indicates that the NLRB is broadly interpreting the concept of protected activity to include certain actions taken on social media, including a “like” on Facebook.

Contact Us for Help with Compliance

Employers may wish to review their social media policies to ensure that they do not infringe upon protected activity. Virtual Paralegal Services assists employers with drafting policies and handbooks and can help with employee training on various human resources topics. Contact us today to discuss your particular needs.

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