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Annual General Meeting Questions

The law requires that all official bodies and organizations that the public have a stake in (i.e., a company with shareholders) need to hold a meeting every year to discuss the past and future activities of the business. This meeting is known as an Annual General Meeting or an AGM. It is also seen as a platform to elect the Board of Directors of the company and a way for shareholders and partners of the company to review its financial information and gauge how the business will fare in the future.

Listed below are a few questions answered by business lawyers on issues relating to Annual General Meetings.

Does a corporation in Nevada that has only one shareholder need a secretary to document the minutes of its annual meeting?

According to Nevada corporate law, three officers need to be present at the annual meeting. The required officers are the president, the treasurer, and the secretary. However, a person can hold multiple officer positions, meaning a single individual can be all three officers (president, treasurer, and secretary). One of these officers needs to be designated as responsible for preparing meeting minutes and for communicating with the state about any corporate business. Although the secretary usually does this, the articles and bylaws can designate another officer to carry out this task.

After an organization had their annual meeting, the Board of Directors felt that the ballots might have been forged. What can they do to fight this?

This matter requires some investigating. One of the ways to check the results is to verify signatures by sending a ballot copy to each of the individual owners. If the signatures look like they have been forged, an investigation can be initiated to look into the origin of the forgery. If the individual who is behind the fraud benefits from it, this could be treated as a crime and reported to law enforcement.

Can stockholders claim travel costs to attend the annual corporate meeting?

Stockholders make investments in a company. Therefore, they can claim the costs of business travel associated with dealing in the investments, which could include going for the corporate annual meeting.

Do the minutes of an S Corporation annual meeting need to be given to a government body or are they meant to be kept just in case the corporation is audited?

The minutes need to be kept ready for inspection by a shareholder or an auditor. In most cases, there is a separate "Minute Book" where all these sorts of records are kept.

If HOA bylaws need a quorum to conduct an annual meeting and a quorum doesn’t exist, would any business such as a vote for board members conducted at the meeting be considered null and void?

Yes, it should be. It would be suitable to adjourn the meeting until a quorum is formed.

There are certain formalities that need to be followed while organizing an annual meeting of shareholders. These include creating a list of shareholder participants, informing them of the date, time, and location of the meeting, and drafting a meeting agenda. All necessary agenda materials should be prepared and kept ready before the meeting. If you need to clarify any doubts regarding the details of your annual general meeting, it may be sensible to ask a legal expert.
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