Minutes of [Annual/Special/Monthly] Meeting of Members of [name of corporation]
The [annual/special/monthly] meeting of the members of [name of corporation] (the “Corporation”) was held at [address, city, state], at [time] [a.m./p.m.] on [date], for the purpose of [electing the board of directors] [,/and] [considering reports of the affairs of the Corporation] [,] [and] [transacting other business within the powers of the members].
The meeting was called to order by [name], president of the Corporation. As authorized by the bylaws, the president presided as chair of the meeting, and [name], secretary of the Corporation, acted as secretary of the meeting and recorded the minutes.
The roll of holders of all [directors/members] was called, and the secretary declared that a quorum was present.
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Include the following if applicable. |
On motion duly made, seconded, and carried, the last written consent (in lieu of annual meeting) was unanimously approved. After the reading of the written consent, they were dispensed with without objection.
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Continue with the following. |
The chair then reported to the meeting the activities of the board of directors and proposed that the members ratify those actions of the directors. Upon motion duly made, seconded, and unanimously carried, it was—
RESOLVED, that all proceedings of the board of directors and all actions taken by members of the board of directors and officers of this Corporation reported to the undersigned are approved and ratified as being actions taken by this Corporation, on behalf of this Corporation, and for the benefit of this Corporation.
The chair then presented financial, operating, and other reports concerning the Corporation to the meeting and proposed that the members approve and ratify the reports. Upon motion duly made, seconded, and unanimously carried, it was—
RESOLVED FURTHER, that the financial, operating, and other reports concerning the Corporation presented to the members are approved and ratified.
The chair then called for nominations for directors to serve for [number] years and until their successors are elected and qualified. The following persons were nominated:
[list nominated directors]
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Many nonprofits will elect to have a “staggered board,” much like the U.S. Senate, where only a few board seats are elected every year to maintain institutional memory. |
The chair called for further nominations, but none were made. The above persons were unanimously elected directors of the Corporation.
The members next considered the election of officers of the Corporation. The names of the following persons were placed in nomination for the following offices:
Office Name
President [name]
Vice President [name]
Treasurer [name]
Secretary [name]
No other names being proposed, the nominations were then closed, and on motion duly made and seconded, the above persons were unanimously elected to the offices for which they were nominated.
RESOLVED FURTHER, [include any other issue(s) the board has decided on, for example, adoption of bylaws or other policies, hiring of outside agents or employees, compensation of officers, or establishment of committees].
There being no further business to come before the members, on motion duly made, seconded, and carried, the meeting was adjourned.
[Name], Chair
[Name], Secretary
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Although the signing of the minutes by the secretary is on its own sufficient for the purposes of the organization, having every board member sign the following waiver is good practice in case any dispute arises regarding the notice requirements in the bylaws for the time and place of the meeting. |
Waiver of Notice and Consent
The undersigned, by signing these Minutes of [Annual/Special/Monthly] Meeting of Members, do hereby waive notice of the time and place of this meeting, consent to the meeting, and approve the contents of the minutes of this meeting.
[Name], Member of the Board
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Repeat signature lines as necessary. |