The Corporate Records Handbook

Notice and Minutes Forms
Meeting Summary Sheet
Call of Meeting
Meeting Participant List
Notice of Meeting
Acknowledgment of Receipt of Notice of Meeting Proxy
Certification of Mailing
Minutes of the Annual Meeting of Shareholders
Minutes of Special Meeting of Shareholders
Minutes of Annual Meeting of Directors
Minutes of Special Meeting of Directors
Waiver of Notice of Meeting
Approval of Corporate Minutes by Directors or Shareholders
Cover Letter for Approval of Minutes of Paper Meeting
Written Consent to Action Without Meeting

Standard Corporate Business Resolutions
Authorization of Treasurer to Open and Use Accounts
Authorization of Treasurer to Open and Use Specific Corporate Account(s)
Authorization of Corporate Account and Designation of Authorized Signers
Authorization of Rental of Safe Deposit Box
Adoption of Assumed Name
Board Approval of Proposed Contract
Approval of Lease
Purchase of Real Property
Authorization of Sale of Real Property
Delegation of Authority to Corporate Employee
Director Ratification of Employee’s Acts
Board Ratification of Contract
Rescission of Authority of Employee
Shareholder Ratification of Decisions or Acts
Certification of Board or Shareholder Action
Affidavit of Corporate Decision Making
Acknowledgment

Corporate Tax Resolutions
S Corporation Tax Election
S Corporation Shareholders’ Agreement
Accumulation of Corporate Earnings
Qualification of Shares Under Internal Revenue Code Section 1244
Approval of Independent Audit of Corporate Financial Records
Approval of Corporate Tax Year
Payment and Deduction of Organizational Expenses

Resolutions to Amend Corporate Articles and Bylaws
Approval of Amendment to Articles of Incorporation
Approval of Restatement of Articles of Incorporation
Amendment of Articles Form
Approval of Amendment of Bylaws

Corporate Hiring and Appointment Resolutions
Approval of Hiring of Corporate Employee
Approval of Bonuses and Salary Increases
Shareholder Ratification of Employee Pay
Approval of Independent Contractor Services
Appointment of Corporate Officers
Authorization of Payment for Attending Meetings
Annual Director or Officer Stipend for Attendance at Meetings
No Compensation for Attending Corporate Meetings
Indemnification and Insurance for Directors and Officers

Director Conflict-of-Interest Resolutions
Board Approval of Transaction Benefiting a Director
Directors’ Written Consent to Transaction Benefiting a Director
Shareholder Approval of Transaction Benefiting a Director
Shareholder Written Consent to Transaction Involving a Director

Resolutions for Loans to the Corporation
Authorization of Loan at Specific Terms
Authorization of Maximum Loan on General Terms
Unlimited Authorization of Loans for Business Needs
Authorization of Line of Credit
Authorization of Line of Credit With Cap on Each Transaction
Authorization of Loan Terms Secured by Corporate Property
Resolution Approving Loan to Corporation
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by -Corporate Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest

Resolutions for Loans by the Corporation to Insiders
Approval of Corporate Loan to Insider
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan)
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property
Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment
Promissory Note: Periodic Payments of Interest With Lump Sum Principal Payment
Promissory Note: Lump Sum Payment of Principal and Interest at Specified Date
Promissory Note: Lump Sum Payment of Principal and Interest on Demand by Noteholder
Promissory Note: Variable Schedule of Payments of Principal and Interest
Release of Promissory Note

Employee Fringe Benefits and Business Expense Reimbursement Resolutions
Authorization of Group Health, Accident, or Disability Insurance for Employees
Adoption of Self-Insured Medical Reimbursement Plan
Purchase of Group Term Life Insurance
Authorization of Employee Death Benefit
Agreement Regarding Death Benefits
Purchase or Lease of Company Car
Authorization of Payment of Standard Mileage Allowance to Employees
Business Meal Expense Allotment for Employees
On-Premises Meals and Lodging to Employees
Authorization of Corporate Credit and Charge Cards for Employees
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Accountable Reimbursement Plan
Reimbursement of Actual Travel and Entertainment Expenses to Employees Under Nonaccountable Reimbursement Plan
Authorization of Per Diem Travel Allowance for Employees
Board Approval of Stock Bonus or Stock Option Plan

Corporate Retirement Plan Resolutions
Board of Directors’ Adoption of Retirement Plan
Board of Directors’ Adoption of Profit-Sharing Plan
Shareholder Ratification of Retirement Plan

Stock Dividend Resolutions
Declaration of Cash Dividend
Authorization of Cash Dividend Payable in Installments
Declaration of Year-End Dividend
Declaration of Regular and Extra Dividend
Declaration of Accumulated Dividend to Preferred Shareholders
Authorization of Property Dividend to Shareholders

Stock Issuance Resolutions
Approval of the Issuance of Shares
Sale and Issuance of Shares for Property
Sale and Issuance of Shares for Indebtedness Canceled
Sale and Issuance of Shares for Services
Sale and Issuance of Capital Stock for Assets and Liabilities of a Business
Bill of Sale and Agreement
Issuance of Shares in Exchange for Assignment of Trademark, Service Mark, Patent, or Copyright Assignment
Issuance of Shares in Return for Cash and Promissory Note