Your Organization’s Annual Meeting
Dec. 23, 2022
Annual Owner Meeting Requirements
The requirements of an organization’s annual owner meeting are outlined by each state’s version of their Business Organization Code. If your company was incorporated in Texas, state law requires you to hold annual meetings of the owners and directors, if any. Texas Business Organizations Code, Section 21.351 says, “An annual meeting of the owners of an Organization shall be held at a time that is stated in or set in accordance with the Organization’s bylaws.” The obligations for limited liability organizations are similar.
How We Can Help
For years, the Lynch Law Firm has been simplifying the process of documenting annual minutes. We can set this up for annual completion at the first of the year, or the anniversary of your organization. Just reply to this message and we will get you started. LLF can make this compliance task a simple transaction.
The Purpose of the Annual Meeting
Annual meetings are held to conduct the business on behalf of the company, and to inform Leadership about the previous and future activities of the company. Organizations are required to hold an annual meeting for the following purposes:
The company CEO or president will share the overall status of the organization
Leadership will elect or appoint new Leadership to the board of directors
Leadership will vote on initiatives and transactions that require owner approval
Leadership will review financial documents
The Organization’s statutory requirement will be fulfilled by conducting an annual meeting
Small and Informal Limited Liability Companies
Many organizations do not have administrative infrastructure, dispersed management or a rigid culture such that robust meeting formality makes sense. In those cases, the annual meeting can be a time to bring leadership together, review the prior year’s activity, and plan for the new year. The requirement to meet still exists but should be scaled such that the endeavor is as effective as possible.
When to Hold Your Annual Meeting
While most organizations schedule the annual meeting in the months just before or after the conclusion of their fiscal year, bylaws or operating agreement dictate when the annual owner meeting must be held. In addition to determining the date, time, and location of the annual meeting, bylaws also establish how notice of annual meetings is provided, the order of business that will be followed, the quorum required, and the minimum number of owners who must be present to hold a vote.
Giving Notice to Voting Leadership
Prior to holding the annual meeting, voting Leadership must be given sufficient notice of the proposed date, time, and location. The procedure for providing notice depends on state law and the entity’s corporate documents. Generally, Leadership should be provided with written notice of the meeting in no less than ten days, but no more than 60 days. If your Organization is domiciled in Texas, general requirements for providing notice of the annual meeting can be found in Texas Business Organizations Code, Section 21.351.
Determining the Location
The location of the annual meeting does not need to occur at the principal address or even in the same state where the entity is incorporated. It may also be possible for the annual meeting to be held online if the organizational document allows it.
A “quorum” is the minimum number of Leadership who must be present at the annual meeting for the entity to transact business. The requirement of having a quorum protects the organization by preventing a small number of Leadership from taking action on behalf of the entire entity. While there are some exceptions to the rule, generally, no motions or votes can take place unless there is a quorum.
Before the annual meeting, each owner should receive a proxy statement, or notice of important issues to be decided. This document is for voting purposes and the proxy typically describes the matters to be voted on at the annual meeting. Votes are required to elect new Leadership to the board of directors’ Leadership and for other matters that require owner opinion. Owners who cannot attend the annual meeting can usually vote their proxy by mail
The itinerary for your Organization’s annual owner meeting will depend on state laws and your entity’s code of regulations, bylaws, articles of incorporation, and/or certificate of incorporation. Generally, the primary purpose of the annual owner meeting is for the owners to:
Elect or reelect Leadership of the board of directors
Present the owners with financial statements (balance sheet and a profit and loss statement)
Reflect on the events of the past year
Establish goals for the year to come
It is also important to discuss key issues that occurred over the last year. For example:
Other actions and topics to be addressed at annual corporate owner meetings include voting on owner proposals and approving certain transactions.
Like most states, Texas requires organizations to keep minutes of the annual meeting and the Board of Directors meetings. During these meetings, the company’s corporate secretary keeps a written account that details everything that was discussed. Meeting minutes establish a record of the proceedings and generally include the following information:
The date, time, and location of the annual meeting
The names of those who attended and the names of those who were absent from the meeting
The meeting agenda with a brief description of each item
Details about what was discussed during the meeting
Results of voting actions taken
The time when the meeting adjourned
Investment in The Future
Courts, judges, banks, and investors all require annual minutes. This is a minimal requirement of a legally compliant organization. Courts will look to these historic records to document when and why significant decisions were made. Banks will evaluate the contemplation and growth of an organization to determine their creditworthiness, and investors will review the minutes to establish historical compliance with obligations.
Every Organization is required to hold an annual meeting. These meetings are generally held just before or after the end of the company's fiscal year and at a time and place designated in the company’s by-laws. The annual meeting is held to:
Elect new Leadership to the Board of Directors
Review financial documents,
Review of the events of the past year
Discuss new projects and activities.
Organizations must establish well-defined procedures within their governing documents to allow the entity to call and operate meetings consistent with their practices. The content of the annual meeting, and the details of matters that are presented and voted upon, depend on the company’s governance structure and must be documented in the meeting minutes.
Contact the Lynch Law Firm for Help Now
The Lynch Law Firm can simplify the process of documenting annual minutes. We can set this up for annual completion at the first of the year or the anniversary of your organization. LLF can make this compliance task a simple transaction.