Free Meeting Minutes and Bylaw Templates for S-Corporations

 

My S-Corporation clients often ask me questions about what they need to do to meet requirements for their board of directors, annual meeting minutes, and bylaws.

In today’s post, not only will I fill you in on everything you need to know, but I’m even providing some free templates to make creating bylaws and meeting minutes a breeze!

Does an S-Corporation have to have a board of directors?

If you’ve chosen an S-Corporation as your business structure, then hopefully you already know that you must have a board of directors. You should also know that the board must hold “regular meetings” with recorded minutes.

How often your board meets should be something that you’ve outlined in your company’s bylaws (more on that in a minute). You should also check to see if your state has certain requirements for how often your board needs to meet.

Can I only have one person on my S-Corporation’s board of directors?

In most states, a one-person board of directors is allowed. Again, you’ll need to check your state’s requirements for this.

Also, even though most states allow one director on the board, that person may have to fill several required officer roles, such as president, secretary, and treasurer. My guess is that if you’re already running a one-owner business, you’ve already got experience juggling multiple roles.

Does my S-Corporation have to have bylaws?

Yes, and this is not the same as the “Articles of Incorporation” that you completed to form your S-Corporation.

What do I need to include in my S-Corporation’s bylaws?

An S-Corporation’s bylaws is simply a document created by the board of directors that outlines the rules for the company. These bylaws help protect the company and the shareholders’ interests.

You’ll want to check your state’s requirements for bylaws to make sure you include all of the necessary elements. However, most S-Corporation bylaws include the following information:

  • Requirements for board of directors: Explain how many people will serve on your board. Then, if it pertains to your company, explain how long they will serve, how they will be removed, what qualifications they need, or any other requirements you’ll want for your board members. If you have quorum requirements (how many members must be present for the meeting to be valid), include those as well.
  • Requirements for board of directors meetings: State how often the board of directors will meet. You can include dates, times, and locations. You should also include any notice requirement you have, such as “30 days notice will be given prior to any board of directors meetings.”
  • Officer information: List the title of officers at your company (president, treasurer, etc.) as well as what duties those officers will perform. Include information about how long these officers will serve in these roles, how they will be appointed, how they will be removed, and any other qualifications they must have.
  • Shareholder information: You can provide the number of shareholders as well as any details about whether shareholders have voting rights and how shares can be transferred. If you issue stock certificates, you can put that information here as well.
  • Requirements for shareholder meetings: If you have shareholders and want to have shareholder meetings, you’ll include the same type of information here that you have for other meetings. If you have quorum requirements, include those as well.
  • Voting rights: Explain how your voting process will work, if applicable, and who will be included in voting. You can also explain any proxy voting you may have.
  • Amendments: Explain how the bylaws can be amended.

Other topics you might consider adding to your bylaws include:

  • Conflicts of interest: Detail what your company will deem a conflict of interest by a board member or officer and how those conflicts will be handled.
  • Committee information: If your board of directors or officers will serve on committees, you should name and outline those committee responsibilities. Also include information about how committees will be formed in the future.
  • Loans: If your company allows loans to its directors or officers, you should provide details about repayment timeframes and amounts.

Is there a template I can use for my S-Corporation’s bylaws?

Again, make sure you double-check your state’s requirements so you’re not missing any necessary sections, but here’s an easy template you can use to create your S-Corp bylaws.

S-Corporation Bylaws Template

Article I: Name and Purpose

  • Section 1: Name of the Corporation
  • Section 2: Contact Information for the Corporation
  • Section 3: Purpose of the Corporation

Article II: Board of Directors

  • Section 1: Number of Directors
  • Section 2: Powers and Responsibilities
  • Section 3: Election and Term of Directors
  • Section 4: Removal and Vacancies

Article III: Officers

  • Section 1: Titles and Duties
  • Section 2: Election and Term
  • Section 3: Removal and Vacancies

Article IV: Shareholders

  • Section 1: Number of Shares
  • Section 2: Transfer of Shares
  • Section 3: Quorum and Voting
  • Section 4: Stock Certificates

Article V: Meetings

  • Section 1: Board of Directors Annual Meetings
  • Section 2: Shareholder Annual Meetings
  • Section 3: Special Meetings
  • Section 4: Notice of Meetings
  • Section 5: Quorum and Voting

Article VI: Amendments

  • Section 1: Process for Amending Bylaws

Does my S-Corporation have to have meeting minutes?

Yes, generally speaking, you should be taking and keeping meeting minutes for any board of directors, shareholder, or officer meetings that take place. You’re required to hold at least one initial and one annual meeting of your board of directors where official meeting minutes are taken. If you’re audited, you may be asked to supply all meeting minutes.

What do I need to include in my S-Corporation’s annual board of directors meeting minutes?

Typically, meeting minutes, including your annual board of directors meeting minutes, will include the names of who was present at the meeting as well as clear notes about the topics of discussion. If a vote took place during the meeting, accurate records of the issue and voting results should be included in the minutes. Any reports or data shared at the meeting should be summarized in the minutes as well.

Is there a template I can use for my S-Corporation’s meeting minutes?

Here’s a basic and easy template you can use at all of your meetings to keep official minutes.

Title of Meeting (i.e. Annual Meeting of Board of Directors)

  • Meeting Date and Time:
  • Present:
  • Call to Order: [time and by whom]
  • Approval of Agenda:
  • Review and Approval of Previous Minutes:
  • Reports:
    • Financial Reports:
    • Officer Reports:
  • Old Business:
  • New Business:
  • Adjournment: [time]

Although keeping meeting minutes and creating bylaws can seem like silly and boring tasks, especially if you are the sole owner and director of your S-Corp, these are tasks you really must take seriously. Hopefully the templates and details I’ve shared here are just what you needed to get going on the right track!

For more useful information to help your S-Corp, take some time to look through my other articles for business owners like you:

Can My Business Deduct Meals and Entertainment Expenses?

Are Stock Certificates Required for S-Corporations?

 

Amy Northard, CPA

The Accountant for Creatives®
+ taxes + bookkeeping + consulting
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