Checklist for preparation and recording of corporate directors' and stockholders' meetings

1. Before the meeting

The following questions should be reviewed, with reference to the bylaws:

a. Is notice required?

b. If so, has notice been properly given? Have specific issues requiring advance notice been included? If a stockholders' meeting is involved, have the bylaws been reviewed as to requirements for record date, notice period, and meeting date?

c. If notice has not been given, will a waiver of notice and consent to the holding of the meeting be obtained from each director or stockholder,* either before or after the meeting? If not, the actions taken at the meeting may be invalid.

d. (Before business of the meeting begins) Is a quorum present?

2. After the meeting

a. Do minutes accurately reflect the business transacted at the meeting? Have they been signed by the corporate Secretary (or acting secretary of the meeting) and inserted in the minute book?

b. If waivers of notice were required, have they been filed with the minutes of the meeting?

*Note: While it is possible for stockholders to waive notice of meetings, execution of such a waiver may limit the types of decisions that can be validly made at the meeting unless the waiver states the general nature of the proposals voted on.

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