Corporate Governance

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Meeting minutes are a detailed – although not word for word – records of business transacted in official meetings of the corporation. In corporations official meetings such as board of directors, manager’s, and annual general meeting, minutes are typed and recorded in a minute book for approval at the next meeting.
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The Corporate Secretary is an officer of the corporation appointed by the Board of Directors to ensure that the Board has the proper advice and resources for discharging its fiduciary duty under state law, and to ensure that the records of the Board’s actions reflect that the Board has done so. The duties...
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An officer is a person who holds a position of authority. Officers are appointed by the board of directors of an organization, such as a president, CEO, vice president, etc., and manage the day-to-day business of the organization.
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Meetings are the formal or informal assembly of individuals called to deliberate and exchange information and decide upon a plan of action. Formal meetings are convened at a designated time and location and follow a predetermined agenda. In a corporate setting, they are divided into two main groups (1) Organizational meeting: normally a regular meeting...
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A proxy is a written authorization empowering another person to vote or act for the absent member.
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It is necessary to have a fixed minimum number of eligible voting members present (physically or by proxy) at a meeting to transact business or make final decisions. The bylaws of an organization specify this number. In the absence of a provision in the bylaws, the quorum is then the majority of eligible voting...
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A committee is comprised of an individual or a group appointed or elected by an organization. The purpose of a committee is to investigate, analyze, and propose resolution of specific subject matter. A committee has no power per se, except the power assigned to it by its governing body.
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The bylaws of an organization are the rules and regulations that govern the management of a corporation.
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In U.S. publicly-traded companies an audit committee is an operating committee of the Board of Directors charged with oversight of financial reporting and disclosure. Committee members are drawn from members of the company’s board of directors, with a Chairperson selected from among the committee members. A qualifying audit committee is required for a U.S....
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