Every corporation must have bylaws and must maintain a set of minutes of its meetings. The bylaws are adopted at the first meeting and the first minutes of the corporation will record the proceedings of the organizational meeting.
Waiver of Notice, Bylaws and Minutes
Before any meeting of the incorporators, board of directors, or shareholders can be held, formal notice must be given to the parties of the meeting. Since small corporations often need to have meetings on short notice and do not want to be bothered with formal notices, it is customary to have all parties sign written waivers of notice. Waivers of notice are included for the organizational meeting and for the annual and special meetings.
The bylaws are the rules for organization and operation of the corporation. They are required by state law.
As part of the formal requirements of operating a corporation, minutes must be kept of the meetings of shareholders and the board of directors. Usually only one meeting of each is required each year, unless there is some special need for a meeting in the interim (such as the resignation of an officer). The first minutes will be the minutes of the organizational meeting of the corporation. At this meeting, the officers and directors are elected; the bylaws, corporate seal, and stock certificates are adopted; and, other organizational decisions are made.
When the board of directors or shareholders make major decisions, it is usually done in the form of a resolution. At the organizational meeting, some important resolutions that may be passed are choosing a bank and adopting S corporation status.