Memo

Memo

memo

ˈmɛməʊ/

noun

a memorandum.

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A note or just referred to as a memorandum (memo) is usually a formal document containing an announcement that’s typically written by higher authorities of a corporation with the aim of sharing or communicating information. The main objective behind a memo is that it aims to record and relay information, and to make brief appeals. A memo is also essential in any field of business because it helps build and maintain good relationships. Companies need to be able to establish accountability for different scenarios that may arise in business, and a memo helps in this regard while also saving you the hassle and time writing a formal letter for every announcement. Corporate offices use memos to relay information to employees regarding upcoming or past events as well as any other changes that shall be made or are effective in the company. Memos in general are perceived as less formal than a letter. Memos are traditionally sent as hard copies, but can also be delivered electronically. The memo has been use in now for more than a century, memos letters are significant to businesses.

Being able to write letters, reports and notes, among other things, is a very important skill to have in business and one’s own personal life. When you write effective letters you tend to yield more good results. More often than not, people assess you the quality of your writing.

Businesses have evolved and as they continue to evolve even further and become ever more complex, it becomes increasingly important for companies to communicate effectively and keep records of what they were/are doing. The need for a concise, efficient communication document has become even more pressing. Business people need to keep up new developments and the memos as a style of internal business communication is perfectly suited for this need. Memos started being used in business in the 1800’s and by the 1920's, memos had transformed how businesses interactions where happening. Even today memos remain a major way of getting ideas across in a business. Technology has changed how business people prepare and deliver memos, In the past you would have to write up memo (or several memos) by hand…But to day you have the BizOwn inc - Member area where you open your memo form fill it in and email (or print) it to the relevant parties, thus saving time and money.

Memos are extremely Inexpensive to produce, this is key and greatly advantageous. Even if your business physically prints the memo, doing so surely costs the company far less than it would if it had to stop work entirely just to have a formal meeting regarding what the memo is addressing. If your company sends its memos via email, that business is also able to communicate without having to incur the expense of having to use ink and paper for its memorandums.

A Memos’ information is harder to deny compared to something that was/is communicated verbally, this is because the memo is evidence of what the writer is saying. If there exists a dispute concerning what is being said, employees and managers can simply refer to the memo and easily resolve the conflict. The memo is also used as a reference for employees in the future as a way of maintaining memory clarity. This keeps operations efficient.

When writing a memo, you should write in a brief and simple way. Be direct with the information you are sharing. Memos do not usually exceed a paragraph or two and are usually just a bulleted lists of information.

Business memorandums show what is happening in a company at a specific point. They display who is/was involved in those company actions, what the goals are and who introduced them. By keeping a minimum of a digital copy of each memo produced, the company has records of the operations. These are useful for audits and showing investors and other interested parties that the company is progressing towards its’ goals.

Businesses create and send memos without taking away everyone’s attention from their normal everyday tasks. This is true even if the memo is physically printed, employees can read the memo at their leisure and don’t have to turn away from their work in order to receive the announcement. This has proven to be much less disruptive than other means of communication such as phone calls, instant messaging or meetings.

A formal memo’s first part of the paragraph should state the purpose of the memorandum and then follow through with additional information.

The distribution of a memo is relatively easy. For paperback-copies, it’ll take one person to hand the memo out to all employees of an organization or put it on the employee noticeboard. It usually does not take more than a single shift for a memo to travel from department to department. Digital memos make it all the more easier, in that memos can be directly delivered to hundreds or even thousands of workers with a few seconds of a single click of a button.

Business memos by design are created to be short and to the purpose. Whatever is within the memorandum is proof, as well. Both these points encourage the author of the memorandum to apply herself critically about what she puts into the memorandum. By doing this, the writer gets a clear picture of the intent behind the writing and thus is better able to defend the memo's purpose in the future.

Maintain an office tone and use easy-to-understand language in writing the memo notice, it is meant to be read by a number of people. Keep in mind that you should not include any personal statements.

This article is about the memo (memorandum) and its application in business. Many other documents that are used with the memo can be viewed at the Business Own Corporation MIND Repository.

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memorandum

mɛməˈrandəm/

noun

1.  a written message in business or diplomacy.

"she told him of her verdict in a memorandum"

synonyms:

message, communication, note, email, letter, epistle, missive; informal memo

"a memo note from the decision maker to any and all staff"

2.  a note recording something for with regards to future usage.

"both countries signed a note of understanding on economic cooperation"

synonyms:

record, minute, note, contract, agreement

3. LAW

a document recording the terms of a contract or different legal details.

"articles of association should be signed by subscribers to the memorandum"

Adhesion to Unanimous Shareholder Agreement

A unanimous shareholder agreement (“USA”) is meant to limit or withdraw, in whole or partly, the powers of a corporation’s board members. Much more than a mere contract, a USA permits the shareholders to depart from the legislated internal governance rules applicable to business of the company.

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The Adhesion to the Unanimous Shareholder Agreement, is an agreement or contract entered into by all new shareholders or owners involved in a company, whereby, the new members of the corporation agree to adhere to the rights and responsibilities of corporations and its shareholders as prescribed by legislation or set out in the constating documents of the corporation. The unanimous shareholder agreement is after all the go to document or rule book for governing the relationship among the shareholders. The adhesion to the unanimous shareholder contract extends as far as the unanimous shareholder agreement, which can often be beyond shareholder relationships and may include restrictions on the freedom of directors to manage the business of the corporation. When a company accepts new shareholders, those members enter into an adhesion to the unanimous shareholder agreement where all owners of the corporation must adhere to the constating documents of a corporation, which consist of its Articles of Incorporation (the “Articles”) and its Bylaws (“Bylaws”). When purchasing shares, ensure that the Articles are filed with the relevant director of corporation’s office and that the enterprise has been incorporated. the classes of shares of the Corporation and the rights and restrictions that apply to the ownership and transfer of shares are described in the Articles. Once a corporation is formed, the directors of a corporation are legally authorized to come up with the Bylaws of the company. The Bylaws provide an additional set of rules which regulate the business and affairs of a corporation and its shareholders. All shareholders of a corporation who agree to adhere to the Unanimous Shareholder Agreement, also agree to the USA, which not only describes the rules and regulations of said enterprise, but also stipulate how shareholders exit the corporation.

In addition, the adhesion to the unanimous shareholder agreement while actioning the adhesion to the Articles and Bylaws. Also, enforces any further set of rules that the shareholders of a corporation may have agreed upon as set forth by the unanimous shareholder agreement (USA). As suggested by its name, the Adhesion to The Unanimous Shareholder Agreement is a contract between all of the shareholders of a corporation. The purpose of the adhesion to the unanimous shareholder agreement is to enforce the requirements and procedures set forth in the Act, the Articles, Bylaws and USA. Although you might think that an Adhesion to the Unanimous Shareholder Agreement is not a requirement, however, lawyers will more often than not, recommend that an Adhesion to the Unanimous Shareholder Agreement be in place for any corporation accepting shareholders.

An Adhesion to the Unanimous Shareholder Agreement is used to protect the company against being exposed to a hostile shareholder, some examples.

situation – The board has just elected directors and reached a resolution to raise capital by issuing private stock. There new shareholders collectively own a considerable piece of the company. By default, shareholders who own a majority of the shares of a corporation will have the ability to elect the directors of the corporation and control the operations of the corporation. However, the existing shareholders previously set out procedure in the Act that protect against such situation and have afforded minority shareholders the right to elect one or more directors, and such right is agreed upon in a contract and has been presented in the unanimous shareholder agreement. The incoming members, after agreeing to the adhesion to the unanimous shareholder agreement, will not be able to change the laws and procedures as set forth in the USA.

Having a contract stipulating the adhesion to the unanimous shareholder agreement protects you, your business and its shareholders and prevents disputes and resolves conflict in a case where a dispute might arise among the sitting and new members of the enterprise. The Adhesion to the Unanimous Shareholder Agreement enforces the laws as stipulated in the USA, therefore avoiding conflict. Every now and then, incoming shareholders will have differing views on a particular issue to the sitting shareholders. In such case, a deadlock would exist between the shareholders and, in the absence of the Adhesion to the Unanimous Shareholder Agreement, the shareholders would be forced to seek guidance from the Courts to resolve this deadlock. Alternatively, with an Adhesion to the Unanimous Shareholder Agreement the shareholders could set out a dispute resolution procedure in accordance with the USA and bypass the time and costs associated with going to Court.

Once an incoming shareholder is granted share ownership of a corporation, there is no statutory mechanism to force that shareholder to trade off his or her shares. This might present a problem, what happens to the shares if a shareholder becomes bankrupt (thus exposing his shares to being seized), or commits a criminal offence and subjecting the business to public scrutiny, maybe even separates from his spouse (shares may become the division of family property), the other shareholders of the enterprise cannot compel the shareholder to sell his or her shares. It is for this reason, that an incoming shareholder agrees to the adhesion to the unanimous shareholder agreement, in order to stick with the provision for the selling of such shares as set forth in the USA. Because, the incoming member has agreed to adhere to the USA, in writing via the Adhesion to the USA, that shareholder will be compelled to sell his or her shares upon the occurrence of certain “terminating” or “withdrawing” events.

There many other situations that require that an Adhesion to the USA be in place. This article is about the Adhesion to the Unanimous Shareholder Agreement and its application. You can Go to the Business Own Corporation MIND Repository today to start using one of the many good business certificates and statements found in the library.

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USAs give shareholders of closely held corporations a measure of flexibility in shaping the internal organization and affairs of the corporation. The USA provision was considered innovative when it was first included in the CBCA in 1975, because it overrode the common law rule that shareholders, even when acting unanimously, could not fetter the discretion of directors.

Adhesion

Adhesion

ədˈhiːʒ(ə)n/

noun

the action or process of adhering to a surface or object.

"the adhesion of the gum strip to the paper"

synonyms:

sticking, adherence, gluing, fixing, fastening, union

"pressure can facilitale the adhesion of the gum strip to the paper fibres"

1.  The process or condition of sticking or staying attached: the adhesion of the glue to wood.

2.  Physics The physical attraction or joining of two substances, especially the macroscopically observableattraction of dissimilar substances.

ability to create firm contact while not skidding or slipping

Action By Written Consent Of Stockholders For Your Corporation

A Shareholders' Written Consent to Action, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders. Every enterprise with more than one shareholder uses an Action by written consent of shareholders in handling the business of the company.

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Action by written consent of shareholders is the limited liability company, shareholders' right to action without meeting, via the action by written consent of shareholders note instead of a meeting. This format of action tends to avoid negative tendencies some shareholder meetings might have. An Action by written consent of shareholders’ resolution, is a document that details and quantifies the protocol followed by shareholders within a firm without requiring that a meeting occur between shareholders and/or directors.

Action by Written Consent of Shareholders forms, may generally require that the amount of votes of approval be equivalent to those that would be needed for an actual shareholder meeting to occur. I think it also important to not forget that these days it's might be compulsory that a board meeting needs to be face-to-face, there are many methods of holding a meeting that are available to us today, such as telephone or skype video meetings, these are common practices and you might want to include them as an accepted methodology of hosting meetings in the corporation's bylaws.

The Action by Written Consent of Shareholders is known by names such as, Shareholders' Consent to Action Without Meeting, Notice of Action by Written Consent, Shareholders' Written Consent to Action and Action by Unanimous Written Consent, however most of the time a unanimous written consent is used in the context of large companies, though they can also be applied by limited liability companies (LLCs) and all kinds of legal entities.

As previously stated, meetings have some negative aspects that come with in-person sittings, because of this they become less desirable than an action by written consent of shareholders note. To take part in a meeting people must, for instance, be available at a specific time, be available if the meeting takes longer than previously anticipated to adjourn, or maybe the company or its directors and shareholders have the intention to action certain advancements but are not inclined to waiting until the next meeting at the end of the fiscal year. And, proposing a special meeting may be difficult if people cannot attend.

A recorded, remote meeting can be conducted with the action by written consent of shareholders note. During a regular sitting, the actions taken during the gathering are recorded in the minutes of meeting record book. With an action by written consent of shareholders, the said actions can be commenced only if an action by written consent of shareholders’ note is completed by the same number of voting shareholders as what would be needed in a formal in-person meeting. The meeting minutes and action by written consent of shareholders are the same, except that with the latter, there is no actual meeting, it’s all done remotely. This allows the shareholders and directors to save time handling minor matters.

Most of the time in boardroom meetings, shareholders and directors make major decisions with regards to the business of the corporation, these include but are not limited to the purchasing or selling of another business, mergers, issuing stock, and settling lawsuits. Shareholders usually handle the making of such decisions during shareholders' meetings and board members will also do the same in their directors' meetings. The outcome of said decisions are called corporate resolutions.

Once all the voting parties understand what contents of the subject being discussed are and are all in total agreement, the secretary prepares an action by written consent of shareholders document that where she will record the issue and the decision taken in detail. The action by written consent of shareholders is after that signed by all of the members of the board or shareholders and thus the resolution is recorded in the company minutes of a meeting record book.

For shareholders to act by Action by Written Consent of Shareholders note instead of a formal boardroom meeting, the Action by Written Consent of Shareholders document must, say where the corporation was incorporated (the jurisdiction), have the corporation name, record the name of the chairperson (this is usually the chairperson of the board, the president, or secretary), contain the names of the shareholder, have a resolution (the final decision), show the date on which the resolution is effective (usually once the resolution has been signed), if it applies, have Certified resolutions, (this often happens where resolutions need to be verifiable) and written proposals of consent.

This article is about helping you in understanding the Action by Written Consent of Shareholders as found in the Business Own Corporation's MIND Repository.

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resolution

resolution

rɛzəˈluːʃ(ə)n/

noun

a firm decision to do or not to do something.

"she kept her resolution not to see Anne any more"

synonyms:

intention, resolve, decision, intent, aim, aspiration, design, purpose, object, plan

the quality of being determined or resolute.

"he handled the last British actions of the war with resolution"

synonyms:

determination, purpose, purposefulness, resolve, resoluteness, single-mindedness, strength of will, strength of character, will power, firmness, firmness of purpose, fixity of purpose, intentness, decision, decisiveness

Revocation Of Proxy For Your Business

This article discusses the concept of the ‘revocation of a proxy’ and its pivotal role in corporate law. A proxy, derived from the Latin word ‘procurare’ meaning ‘to manage’, is an individual who is appointed by another to represent them. This representation typically occurs at a shareholder meeting or before a public body. The appointment is often formalized through a written document, bestowing upon the proxy the authority to vote stock on behalf of the appointer. This mechanism allows shareholders to exercise their voting rights without being physically present at the meetings.

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However, the power vested in a proxy is not absolute or irrevocable. Every member of a corporation retains the right to revoke a proxy. This act of withdrawal, known as the ‘Revocation of Proxy’, is a crucial aspect of corporate governance. It signifies the dynamic nature of proxy appointments, allowing shareholders to change their representatives based on changing circumstances or strategies.

Shareholders can revoke more than one proxy, provided these proxies represent different classes and numbers of shares owned by the member. This provision ensures that shareholders have the flexibility to manage their representation based on their diverse shareholdings. The notice for a meeting must explicitly mention the member’s rights, including the right to revoke more than one proxy. This requirement ensures transparency and informs shareholders of their rights.

The process of revoking a proxy is subject to certain conditions and procedures. If the company sends out invitations to revoke a proxy at its own expense, these invitations must be sent to all members of the company. This rule ensures fairness and equal opportunity for all shareholders to reconsider their proxy appointments.

The company’s articles of association may stipulate that the note to revoke a proxy must be filed with the company more than 48 hours before the meeting if a vote takes place more than 48 hours after the revocation was instructed. This provision ensures that the company has adequate time to process the revocation and update its records before the meeting.

The proxy revocation can’t be required more than 24 hours before the time for counting the votes if the votes are counted less than 48 hours after revocation was demanded. This rule balances the need for timely revocation with the practical considerations of vote counting.

The notice of revocation cannot be required earlier than the time at which it was demanded. This rule respects the timing of the shareholder’s decision to revoke the proxy. For these purposes, the 48 or 24 hours must fall within the working hours of the day. This requirement takes into account the business hours and excludes weekends and holidays.

The revocation of a proxy’s authority does not invalidate the proxy’s previous actions. This rule recognizes the legitimacy of the proxy’s actions while their appointment was in effect. The company must receive notice of the proxy termination before the start of the shareholder meeting, or at such other time specified in the articles, provided it does not exceed the maximum period for appointment of a proxy (i.e., 48 or 24 hours). This requirement ensures that the revocation is processed before the proxy exercises their voting rights at the meeting.

The corporation’s articles of association can confer more extensive rights on members to revoke proxies. There are no restrictions preventing this. This provision allows corporations to customize their proxy rules based on their unique needs and circumstances.

A proxy revocation is considered valid only if it meets certain criteria. It must be a written notice that states the name and securities information of the shareholder revoking the proxy. It must name the person being revoked as the shareholder’s proxy in the shareholder’s meeting relating to which that person is appointed. It must be signed by or on behalf of the shareholder revoking the proxy, or validated in a manner determined by the shareholders. It must be delivered to the company in accordance with the articles, bylaws, supporting documents, and instructions contained in the shareholders meeting notice to which they relate. The company may require proxy revocation notices to be delivered in a specific form, and may identify separate forms for different purposes.

Unless a proxy revocation indicates otherwise, it should be accepted as disallowing the person whose authorization is being revoked as a proxy, the right to vote on any ancillary or procedural resolutions put to the meeting. It should also revoke the authority of that person as a proxy in matters relating to any adjournment of the owners meeting to which any proxy relates, as well as the meeting itself.

A Proxy Revocation only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates. This rule ensures that the revocation is processed before the proxy exercises their voting rights at the meeting.

In the case of death or incapacity of the maker, a proxy isn’t revoked unless, before the vote is counted, written notice of such death or incapacity is received by the corporation. This rule recognizes the continuity of the proxy’s authority despite the unfortunate circumstances of the maker.

Unlike proxies, ballots cannot be revoked once they have been cast. This rule underscores a key difference between proxies and ballots in terms of revocability. While proxies represent a flexible and changeable form of representation, ballots represent a final and irrevocable decision.

‘revocation’, refers to the official cancellation of a decree, decision, or promise. In the context of corporate law, it pertains to the withdrawal of the authority granted to a proxy. This flexibility allows for a more personalized approach to proxy representation within a company, ensuring that the rights and interests of all shareholders are adequately protected.

This article was about the Proxy Revocation. The Business Own Corporation MIND Repository specializes in cost-effective financial legal and business forms for entrepreneurs and professionals.

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revocation

revocation

rɛvəˈkeɪʃ(ə)n/

noun

the official cancellation of a decree, decision, or promise.

"for those who choose to break the law, the revocation of their right to bear arms may result"

Minutes Of A Formal Meeting For Your Company

In the corporate world, formal meetings are a staple. These gatherings, which can occur daily or weekly, serve as platforms where significant decisions are made. These decisions can alter the trajectory of individuals’ careers and shape the future of the organization. Given the magnitude of these decisions and the resources invested in organizing these meetings, it is of great value to maintain a record of these meetings. This record, known as the minutes of a formal meeting, serves as an official account of what was discussed and decided during the meeting.

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The minutes of a formal meeting are not just a record of the meeting’s proceedings. They are a valuable tool that ensures transparency and aids in decision-making. The minutes provide a comprehensive account of the meeting, ensuring that all attendees, and even those absent, have access to the same information. This is particularly important in a corporate setting where decisions made can significantly impact individuals and the direction of the corporation.

However, the task of transcribing minutes can be challenging. It requires discernment to determine what information is important enough to be included in the minutes and what can be left out. The minutes should effectively capture the essence of the meeting, including the reason for the meeting, the resolutions reached, and any actions deemed necessary. They should be clear, concise, and comprehensive, leaving no room for ambiguity.

Preparation is key when it comes to transcribing minutes. Prior knowledge of the meeting’s date, time, location, purpose, and agenda items should be noted beforehand. During the meeting, additional details about the issues discussed and resolutions reached should be added. While this might seem time-consuming, it is, in fact, a time and money saver. It prevents the need for reconvening to settle previously resolved issues and ensures everyone is on the same page regarding the decisions made and the corporation’s objectives.

Interestingly, the term ‘minutes’ in ‘Minutes for a Formal Meeting’ has nothing to do with time. It is derived from the Latin term ‘minuta scriptura’, meaning ‘small notes’. This implies that minutes are essentially small but detailed notes taken during a meeting.

A company that avoids taking minutes for a formal meeting will not be able to use its time and money efficiently. Different recollections of what transpired during a meeting and the resolutions reached can lead to confusion and inefficiency. In the worst-case scenario, the company might have to reconvene a meeting to settle an issue that was previously resolved. Therefore, taking minutes during a formal meeting is not just good business sense, but a necessity.

The minutes of a formal meeting are a testament to the importance of keeping a detailed record of corporate proceedings, underscoring the value of clarity, precision, and transparency in the corporate world. They serve as a reminder of the decisions made, the actions agreed upon, and the direction the corporation intends to take. In essence, they are the written legacy of a corporation’s journey.

In more detail, the minutes of a formal meeting serve as a historical record, documenting the evolution of the corporation’s strategies and decisions over time. They provide a snapshot of the corporation’s state at a particular point in time, capturing the nuances of the discussions and the rationale behind the decisions made. This historical record can be invaluable for future decision-making, providing insights into past successes and failures and informing future strategies.

Moreover, the minutes of a formal meeting serve as a communication tool, disseminating information about the meeting’s proceedings to those who were not present. This ensures that all stakeholders, regardless of their attendance at the meeting, are kept informed of the corporation’s decisions and actions. This transparency fosters trust and collaboration among stakeholders, contributing to a healthy corporate culture.

The process of transcribing minutes also encourages active listening and engagement during the meeting. The person tasked with transcribing the minutes must pay close attention to the discussions, ensuring that all important points are captured accurately. This active engagement can lead to more productive meetings, as participants are more likely to stay focused and contribute meaningfully to the discussions.

The Business Own Corporation provides a robust suite of business, financial, and legal documents, meticulously curated to enhance corporate writing skills. This comprehensive library, known as the MIND Repository, is a treasure trove of documents designed to streamline your business operations. The MIND Repository, which includes essential resources such as Minutes of a Meeting, equips you with not only immediate access to the documents you need but also the capability to write them effectively. With the Business Own Corporation’s MIND Repository at your disposal, your business and professional endeavors are set to reach new heights.

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In conclusion, the transcription of minutes for a formal meeting is an essential practice in the corporate world. It ensures transparency, aids in decision-making, and serves as a reference for future meetings. Therefore, it is not just good business sense, but a necessity. The minutes of a formal meeting are a testament to the importance of keeping a detailed record of corporate proceedings, underscoring the value of clarity, precision, and transparency in the corporate world. They serve as a reminder of the decisions made, the actions agreed upon, and the direction the corporation intends to take. In essence, they are the written legacy of a corporation’s journey. They are the embodiment of the corporation’s commitment to transparency, accountability, and effective decision-making. They are a testament to the corporation’s respect for its stakeholders, its dedication to its mission, and its commitment to its values. They are, in short, a reflection of the corporation’s identity and integrity.

minuta

minuta

noun

draft

scriptura

scriptura

noun

1.    a writing, something written.

2.    a composition (act of writing).

3.    (Ecclesiastical Latin) a passage of scripture.