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Recent Annual General Meeting questions

After Mar., 2014, a new companies ordinance was effected in

After Mar., 2014, a new companies ordinance was effected in Hong Kong, Cap 622. section 612(2)(a) says that a company is not also required to hold an annual general meeting in accordance with section 610 if the company has only one member.Our company has one shareholder now. The questions are how to write minutes I) to re-appoint directors , 2) re-appoint auditors 3) approve audited account which we did in annual general meeting (AGM) in the previous years as we are not required to hold AGM in this year.Section 396 (3) (a) a company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if by virtue of section 612(2) , it is not required to hold an AGM in accordance with section 610 in respect of the previous financial year. The Articles 30 of Association of our company require directors retire at the company's AGM and the retired directors can be re-appointed.In previous year , we write a directors' minutes to call an AGM, to note the retire of directors according to 30 Articles of Association & being re-appointed, to note the re-appointment of auditors and to note the available for approval of audited accounts in the forthcoming AGM and sent the related notice. In AGM, we approve the audited account, the directors retired and be re-appointed, and re-appoint the auditor until the conclusion of the next AGM.I want to know the exact wordings in the minutes/ resolutions of how to write the directors' resolutions and shareholder's resolutions which we had done as in the AGM of previous to pass the above issues.

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Law Educator, Esq.

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I was (I resigned over this issue) on the board of directors

I was (I resigned over this issue) on the board of directors of a local 501c3 table tennis club.  during our annual general meeting a group of 8 candidates (the current secretary was not one of the approved candidates, see below) for the upcoming board of directors was approved.  it was agreed that members were to have one week to vote for up to 5 candidates for the board.a few days after the meeting, the secretary with apparent approval from the president, decided that one candidate should not be allowed to run because his annual dues had not been paid.  the candidate not allowed to run is an elderly irascible gentleman in ill health with a history of bad blood with the secretary.  I immediately offered and did pay the elderly gentlman's dues.voting commenced immediately after the meeting.  the candidates were listed with letters a-h adjacent to their names.  we voted by writing the letters associated with each of 5 candidates on a slip of paper and giving it to the president.mid week, the secretary forwarded a new candidate list to the membership with his name replacing the elderly gentleman's in the 'b' position.  as a setting board member, I protested this via email immediately and demanded a correction.  I was denied by the president and secretary and therefore resigned via email.the secretary is well healed and likely to have a large umbrella policy.  the elderly gentleman is not well healed and being an accepted member of the table tennis community is of inordinate value to his mental health.is there a case?

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Asad Rahman

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J.D.

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I have a few questions about correctly navigating corporate

Hello, I have a few questions about correctly navigating corporate board membership and assuring no conflict of interest. In these scenarios, an LLC is an 40% corporate shareholder of a Corporation. The LLC has already appointed someone to act on the LLC's behalf at the Corporation's shareholder meetings. For such:1. Can the LLC as a shareholder (and the current or more appointees) be appointed as Directors or titled-Directors (e.g., Secretary, etc.) of the Corporation?2. Can the LLC as a shareholder provide (free or charged) services to the Corporation? For example: HR management/paperwork, accountants, social marketers, consultants for corporate operations, etc.3. Can the Corporation provide value in partnered initiatives with the LLC? For example, can the Corporation run an event co-branded with the LLC shareholder?Thank you so much!

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Richard - Bizlaw

Juris Doctor

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I requested a consumer protection attorney I thought was

Hi I requested a consumer protection attorney I thought was online but is not. Is there a way to transfer the question to you?

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legalg

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I live in Calif. I am not a physician & would like to buy

Hello.I live in Calif. I am not a physician & would like to buy Med Spa. Can non physician own Med spa in Calif

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Richard - Bizlaw

Juris Doctor

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Can I have a for profit business and a non profit? Or can I

Can I have a for profit business and a non profit? Or can I have a for profit and my husband has the non profit?

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Asad Rahman

Attorney

J.D.

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Looking to get a legal contract template to outsource

looking to get a legal contract template to outsource software development from a US company to company in IndiaJA: What state are you in? It matters because laws vary by location.Customer: caJA: Has anything been filed or reported?Customer: nothing other than a NDAJA: Anything else you want the lawyer to know before I connect you?Customer: We are a Japanese company but plan on running the project from here

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Thelawman2

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If I was not paid my salary due me and I quit because of

If I was not paid my salary due me and I quit because of it.Is my non compete still valid in Florida?

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John

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Doctoral Degree

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Our HOA set up a travel and event club for any of the

Our HOA set up a travel and event club for any of the homeowners to join by paying dues annually. The club plans events (trips, cruises, dinners, tours, concerts, plays, etc. locally, regionally, nationally, and internationally and offers them to Club members. The club has by-laws, a board, officers which are elected annually by club members as well as committees who plan events. No one is paid. The club has no employees and uses HOA facilities for meetings free of charge. Its only expenses are office supplies. The club collects about $6800 annually in dues which it uses to subsidize food and other costs at social events. It also collects deposits in advance of trips or events from members who sign up for trips/events and uses these deposits to pay for group dinners, tours, tickets, hotel rooms, etc. booked at a group rate. So these deposits are offset by expenses. And it makes a few dollars annually on its cash balances. Periodically, the costs for member trips exceed or are less than the deposits collected, which generates a deficit or surplus. The club was founded in 2008 and has a tax ID number which its bank required to open up accounts. But the club has never filed a tax return or applied for tax exemption under IRS section 50 (c)(7). Early in its existence the club generated a large surplus which it transferred to a separate reserve bank account. This reserve was set up in case minimum guarantees to hotels booked at group rates were not met and the club was on the hook. Generally the club's income equals its expenditures so income is near zero. The IRS has never questioned that the club did not file a tax return. Should the club file for exempt status and if it does, will it owe back taxes and penalties? I note that form 1024 requires four years of income statements. It also appears that the club must file an annual information return if it is granted tax exempt status. Can the club just continue not filing? I ask these questions as the clubs new treasurer.

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TaxWhisperer

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Masters Science Taxation

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