Writing up the minutes of an S corporation annual meeting means typing the minutes taken during the meeting into an easily understood format, addressing items in the same order they were addressed during the meeting. S corporations are not required by law to keep minutes of annual meetings, but it is good practice to record proposed actions, votes and decisions at these meetings as a record of your company's goals, plans and progress.
Obtain a copy of the meeting minutes from the individual who took them. Usually it is easier for the person who took the minutes to write them up, but this is not always possible. If you are writing up minutes you did not take, ask for any audio or video recordings of the meeting in addition to the notes to help clarify any questions about individual notations.
Pull the logistical data from the notes. Note that this is a write-up of the minutes of the S corporation's annual meeting. Note the date, list all the individuals present by name and corporate title, list the name of the individual who took the minutes, the time the meeting was called to order, and who called the meeting to order. Note whether there was a quorum.
State whether the minutes from the previous meeting were addressed. If they were, note whether there were any changes or corrections and who proposed each one. Note who proposed ratification of the minutes, who seconded and whether the vote carried. If it did not, state why, who objected and what resolution was agreed upon.
List the first agenda item and summarize any discussion. Note any proposed action, who proposed the action and who seconded. Record the number of yea and nay votes and whether the motion carried or was defeated. If any projects were created or assignments made, note what tasks were assigned and to whom. Repeat this process for each agenda item addressed at the meeting.
List any notices or handouts distributed during the meeting. One by one, cite the document's heading, who distributed it and who presented it. Summarize any discussion and note any action taken or decisions reached as to its content. If a vote was taken, note the proposition, who made it and who seconded. Cite the vote's outcome.
Present any appeals or points of order and who raised each one. Usually the board chair addresses and resolves appeals and points of order. Summarize any discussion and note the resolution for each appeal and each point of order.
Note the time the meeting was adjourned. Sign and date the write-up and send copies to all board members for review. Comments and corrections of the minutes, if any, are addressed at the following meeting prior to their ratification.
References & Resources
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