Your corporation should have two types of meetings each year. A shareholder meeting and a director meeting. An annual meeting of shareholders for the election of directors and other business as provided by the corporation’s bylaw is required by Michigan law. Your corporation’s bylaws may include reference to an annual meeting on a specific date to elect directors and also provide for action by written consent of shareholders in lieu of such a meeting. Written consent is simply having all of the shareholders (or a majority if your articles provide) sign a document agreeing to the election of directors and other business. This may make meetings easier. You should take a look in your files to make sure you have copies of the articles and bylaws – and it is a good idea for you to read them! Both articles and bylaws can be easily amended to help simplify these meetings.
The directors typically hold an annual meeting after the shareholder meeting to elect the officers. Michigan law requires a corporation have at least a president, secretary, treasurer, and vice-president. Two or more offices may be held by one person but an officer shall not execute, acknowledge or verify an instrument in more than 1 capacity if the instrument is required by law or the articles or bylaws to be executed, acknowledged or verified by 2 or more officers. Often directors meet throughout the year to discuss and approve large items such as Leases, Loans, Purchase and sale of real estate and expensive equipment, Pension, profit-sharing, or other retirement plans, Insurance and Officer compensation.
Annual meetings are a great time to plan for the upcoming year. Having the corporation accountant participate in reviewing financials and tax returns as well as assisting you with planning a budget is very helpful.