Meetings of the ARCC.

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Meetings of the ARCC.

Post by k7mkanv7cc »

Meetings of the ARCC.

Below is a general Ad/Hoc example of how Corporations should conduct business at meetings. Members in good standing are Shareholders. Meetings are called by the Board of Directors (your elected President, Vice-President, and Secretary/Treasurer) for the purpose of conducting business for the Corporation and its Shareholders. The “Chair” is the President at the meetings or in his absence, the Vice-President, or Secretary/Treasurer. This doesn’t have to be difficult, but an agenda should be produced and followed. This agenda serves as notice of the meeting time and place, and all items relevant to the upcoming meeting. In most Corporations, this agenda is followed from beginning to end with the content being Informational, or Possible Action/Vote. Items not on the Agenda can be discussed during public comment, but no action can be taken. This is important, since we are now under the watch of the Secretary of State, and Department of Taxation (we are registered as a non-profit). We can be audited, so keeping of the minutes related to the Agenda, as well as the accounting of the Treasury is paramount. Some corporations are ran by Roberts rules of order. This (in my opinion) is a bit too formal, but can be used if order cannot be respected. This is why it is important to get an item on the agenda if you want to be recognized and discuss it, otherwise it needs to wait until the next meeting.
Making the meeting public is not necessary, but we are trying to recruit new Hams so that would be kind of counter productive, therefore the best way is to announce our meeting via an Agenda on our Website, Forum Page, and Facebook. Agenda should be final at least 3 business days prior to the meeting before the hour of the meeting.
Finally, we are not bound by Nevada’s Open Meeting Law (NRS 241) but it is a good read. You can find it on the Internet. The three agencies I do sit on are subject to this NRS and there are some things in there that may be adopted to cover our own butts, most notably any discussions about members at a Special Board Meeting that require notification that you are going to talk about them, etc… I hope we never have a need to do this, but if you want to kick someone out, you better have a meeting to do it now.
The above is mine, the below is from a reliable source. Don’t read into so far that you don’t think this is worth it, because it is, we just need to conduct ourselves appropriately.

What are Shareholders' Meetings

Every state requires a corporation to have an annual (or regular) shareholders' meeting. This meeting is necessary to elect the Board of Directors and to conduct other regular business. Generally, the bylaws specify the timing and location of the meetings. Beyond a normal shareholders' meeting, special shareholders' meetings can also be called for extraordinary actions (i.e. mergers, conversions, etc.) by the Board of Directors.
Notice regarding these meetings is imperative, but state laws generally have basic requirements for notice. For shareholders' meetings, notice only requires the date, time, and place of the meeting. For special meetings, the purpose of the meeting should be specified within the notice. Generally, notice should be given at least 10 days, but no more than 60 days before a meeting. All voting shareholders must be given notice, but not all shareholders must be present for the meetings. Generally, states give a default quorum requirement of a majority of voting shareholders. However, states do allow corporations to specify within their bylaws their own quorum requirement. Some states do have a minimum (e.g., Delaware allows quorums to be reduced up to one-third of voting shareholders), but other states have no limitations on how many shareholders must be present.
During these meetings, the chair presents different agenda items and the shareholders vote. Agenda items could include appointing directors to the board, removing directors, voting on shareholder initiatives, and board-initiated transactions that require shareholder approval (i.e. mergers, sale of assets, or dissolution). Voting requirements for each of these actions may differ and so each corporation should look to its state to determine the minimum number of votes required for the approval of any action.

What are Board of Directors' Meetings

The board of directors is responsible for the management of the corporation and so its meetings revolve around that purpose. Typically, directors establish broad policies and objectives for the organization of the corporation; select, support, and review the performance of the chief executive; ensure the adequacy of financial resources; approve the annual budget; assessing to its stakeholders on the corporation's performance; and set its own salary and compensation. Actions that make a fundamental change to the corporation (i.e. mergers, conversions, dissolutions) generally require subsequent shareholder approval. All directors should be notified of any meeting, but not all directors are required to be present at these meetings. The bylaws can specify the quorum requirement for these meetings, but the general default rule is that a majority of directors must be present. For larger corporations (e.g., publicly traded corporation), greater state and federal scrutiny is given. Federal regulation requires greater accountability for various activities conducted by the board. At this point, professional assistance is a necessity.

What are Minutes?

Minutes are an essential part to any meeting and are used as an official account of the decisions made during a board/shareholder meeting. With that said, minutes should remain light. Only information of substance should be included, while extensive details on what was presented excluded. The minutes should also include basic information date, time, and place) as well as the people in attendance (if attendees arrive late or leave early, the minutes should state when an attendee arrived or left with a special note). The agenda items for the meetings, and any voting actions (whether approved or not) should be listed within the minutes. Agenda items should include a brief description of each item, but comments on each agenda item are unnecessary, unless specified by the commentator to be included within the minutes. Voting actions should detail the voting results, including the manner in which individuals voted. Adjournment of a meeting should also be included with the time of adjournment should be listed. Because minutes are used as official documents, participants should be given an opportunity to amend the minutes before making them official.
"Try not. Do, or do not, there is no try." - Yoda
"Help you I can. Yes, mmm." - also Yoda

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