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Resolutions
Purpose: Selecting the document template begins
the process of creating a corporate document.
Overview: Document titles are listed in a tree
format to make it easier to find a template. There is usually more than one title listed
for each template because each document often fits into more than one
category. To expand a category click
on the plus + in front of a title.
Select the name of the document.
A Preview Document button and a Create Document button appear. Click one or the other to preview the
document or begin the document creation process.
For an alphabetical list of document templates you can use
the List function on the standard toolbar or expand the Index which is
located at the bottom of the category list.
To search for templates by key word you can use the Find function on
the standard toolbar.
Details: Click the underlined links below
for details.
When a document title is selected, as
illustrated below, the Create Document and Preview Document buttons appear.
When the Preview Document button is pressed the form
changes as illustrated below. The
Preview Document button then changes to Hide Document. If pressed the form returns to the tree
diagram.
When the Create Document button is
pressed questions appear for the selected document. For information on the Questions phase, go
to Questions in Help.
1. List  and
Find 
- The ‘List’ option
displays document templates in alphabetical order.
- The ‘Find’ option locates document
templates by key word.
- Reports The following reports are accessible
from the Reports option on the main menu.
- In Alphabetical Order
- Arranged by Category
- Arranged by Type
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Company Tabs:
The document being created is developed for the company
that is selected in the company tabs.
The default answers to questions are based on the company that has
been selected. For example, the
personnel, officers, directors, etc. are those of the selected company. The name of the company is automatically
inserted into the document.
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Document Types:
There are seven types of documents in the Corporate Manager Software and
each of the document titles is color coded so the user can easily determine
the type from the key in the top right portion of the form. You can click on the title of each category
for a more detailed description:
1.)Director Resolution–Documentation
of a vote by board of directors,
2.)Shareholder
Resolution-Documentation of a vote by shareholders,
3.)Corporate
Notice-Notices of shareholder and director meetings,
4.)Report-corporate
report generated by the officers or directors,
5.)Corporate
Document-other documents dealing with corporate entity
6.)Operational Document-used in the daily operation of the business
7.)LLC and Joint
Venture-documents specific to the business form
Titles are color coded in the tree diagram to make it
easier to locate the desired document.
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Document
Categories: Categories are based on characteristics that make it
easier to find a document. These
include function, originator, and others.
A single title can be listed in more than one place if it fits into
multiple categories.
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Create
Document: Starts the questions phase of building the selected
document for the selected company.
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Preview Document: Shows a template of the document so the
user can get a better idea of whether or not this is the needed
document. Blank lines represent the
fields that would be filled in by the answers to questions. It may be a little difficult to decipher
the specific wording of some document because of this. GO TOP
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Selected Document
Title: The document title must be highlighted to be selected.
Pressing the Create Document button while a title is selected begins the
document creation process.
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Color Coded: The colored dot in
front of each title represents the document type. It corresponds to the color codes in the
Key on the top right portion of the form.
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Hide Document Button: After the Preview Document
button is pressed the document preview is displayed and the caption of the
button changes to Hide Document. When the Hide
Document button is pressed the preview disappears and the original Resolution
form is restored including the Preview Document button.
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Document Preview: When the document is being previewed it is displayed in a
small form with blanks in place of the data that will be inserted. It is not in the format of the final
document. The preview is meant only as
a guide to determine whether or not the selected document is the document
that is needed. .
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Corporate Documents: There are many documents
besides resolutions important to managing a corporation. For example a resolution is needed to document
the directors' decisions to hire an officer but there is also need for
documents offering the position to the prospective officer and another for the
officer to accept the position.
Another example, the directors many decide that it is in the best
interest of the corporation to grant stock options to officers. There needs to be a resolution documenting
that decision but there also needs to be stock option agreements that are
provided to officers.
These are the types of documents included in the category
of Corporate Documents. They are
distinguished by a green dot before the document title.
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Corporate
Notices: It is a basic requirement that
both directors and shareholders be given notification of upcoming
meetings. The Corporate Bylaws should
include details for the amount of time prior to a meeting that a notice
should be mailed and what method (registered mail, email, etc.) can or should
be used. Certain states and the SEC
may have rule governing he amount of notice that needs to be give to shareholders as well.
The Corporate Manager Software provides meeting notices to shareholders
and directors. The process is made
easier because information from the data tables is automatically inserted into
each notice. Proxies and waivers are
available in the CMS to include with the meeting notice for shareholders and
waivers to include with notices to directors..
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Corporate Documents: The Corporate Manager documents
are categorized in several ways. They
are organized in a tree diagram to make it easier to find documents and the
color coded dot in front of each document title helps to identify the
document type. Types include director
and shareholder resolutions, corporate organization, notices, etc.
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Director
Resolutions: Members of the board of
directors are elected by the shareholders at the annual shareholder
meeting. The board of directors regularly
meets to set policies for the corporation and to elect the corporate officers
(president, vice-presidents, secretary, and treasurer, who carry on the
day-to-day operation of the business.
A director resolution is the documentation of a director decision and
it is distinguished by a red dot before the document title. There is one general category in the tree
diagram titled 'Director Resolutions' that contains all of the director
resolutions contained in the Corporate Manager Software. There is a General Director Resolution that
is generic enough that you should be able to create any director resolution
you might want. Keep in mind that any
corporate policy or procedure should be voted on by the board of directors
and documented with a resolution.
If you have the need for a particular resolution that is not provided
in the Corporate Manager Software and you need help formulating the
resolution, click the 'Tools, Web Links, Help' option on the Navigation
toolbar and click the 'Help With Corporate Documents' option. Send an email describing the situation and you
will receive a proposal for solving the problem. If you have a suggestion for additions or
improvements for the Corporate Manager Software, please let us know using the
same process..
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LLC & Joint Venture: Most corporate documents can also be used for limited liability
companies, joint ventures, or other forms of business ownership. There are a few documents specific to these
types of businesses including a Joint Venture Agreement. This is the type of document that is
included in this category. They are
distinguished by a pink dot before the document title.
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Operational
Document: Operational documents don't
relate to the operation of the corporation as an entity but are needed in the
daily operation of a business. These
include an employee non-compete agreement, a non-disclosure agreement, an
offer of employment, and a rejection letter.
Operational documents are distinguished by a blue dot before the
document title
The Operational Documents are quite generic but you can modify the
format, including adding your digital corporate letterhead, then save the
document to the Saved Documents table to be used as a company template. The template can be saved as an RTF file to
be used with any word processor that recognizes an RTF file format, and most
do. You can also copy and paste the document into a word processor.
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Report: There are a few reports listed in the CMS tree diagram such as a list
of shareholders attending a certain meeting, recommendation of the president
for insurance benefits, etc. and they are distinguished by a gray dot before
the document title
For the most part reports have to do with the data tables. For this reason most reports are included
in the Reports option in the main menu for each form. For example, a list of all the companies in
the database is under Reports on the main menu of the Corporate Profile form
and a list of names for all of the people associated with each company in the
database is under Reports on the main menu of the Personnel form.
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Shareholder
Resolution: The terms shareholder and
stockholder are derived from the shares of stock that represent ownership in
the corporation. The number of shares
each stockholder holds indicates the number of votes the person has at shareholder
meetings.
Shareholders elect members of the board of directors, who create the
policies and procedures for the corporation and who hire the officers
including the president, vice-presidents, secretary, and treasure, who carry
on the day-to-day business of the company.
Shareholders also authorize the directors to create the policies and
procedures for the corporation. There
may be other issues that require a vote of the shareholders, most of which
would be described in the Articles of Incorporation or the corporation's
Bylaws but some may be legal requirement of the state the corporation is
doing business in.
These decisions are documented with a shareholder resolution. The names of shareholder resolutions are
listed under Shareholder Resolutions in the tree diagram and they are
distinguished by a turquoise dot before the document title in the tree
diagram.
If you have the need for a particular resolution that is not contained in
the Corporate Manager Software and you need help formulating the resolution,
click the 'Tools, Web Links, Help' option on the Navigation toolbar and click
the 'Help With Corporate Documents' option.
Send an email describing the situation and you will receive a proposal
for solving the problem. If you have a
suggestion for additions or improvements to the Corporate Manager Software,
please let us know using the same process.
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Corporate Seal
Checkbox: A corporate seal is usually not
a legal requirement but if you have a corporate seal it can be used as a
formal signature for the corporation.
There are documents in the Corporate Manager Software that indicate the
document is 'Under Seal'. Usually just the words 'SEAL' is sufficient but
using a corporate seal is a more formal procedure and requirements may differ
by state.
The Corporate Seal checkbox automatically inserts a corporate seal at
the bottom of the document. The
default seal that is in the Corporate Manager Software is more of a place
holder. It simply states 'SEAL'. You can import a more distinctive corporate
seal. The 'Import Corporate Seal...'
option is under the File menu option on the main menu of the Corporate
Documents page. It can be text or a graphic but it has to be in an RTF format
which is pretty simple to do in most word processors. Use the 'Save As' option and select the RTF
file format.
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Letterhead
Checkbox: Your corporation might have a
requirement for all or certain documents to be printed on letterhead
paper. This can be done is several
ways. One is to create the document
and once it is in the word processor, insert enough blank lines at the top of
the page to move the text down leaving space for the letterhead. Then print the document on corporate
letterhead paper.
Another method is to import a digital letterhead into the Corporate
Manager Software so by marking this checkbox the letterhead is automatically
inserted. The 'Import Letterhead...'
option is under the File menu option on the main menu of the Corporate
Documents page. It can be text or a graphic but it has to be in an RTF format
which is pretty simple to do in most word processors. Use the 'Save As' option and select the RTF
file format.
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Notary Statement
Checkbox: A notary is sometimes required for documents, specifically documents
where it is essential to prove that the person who is signing the document is
actually the person who is suppose to be signing the document.
Notary statements are pretty generic but there might be a need for a
different notary format specific to the company or it might be a state
requirements. In these situations you
can import a different notary statement.
The 'Import Notary Statement...' option is under the File menu option
on the main menu of the Corporate Documents page. The Notary Statement has to be in an RTF
format which is pretty simple to do in most word processors. Use the 'Save As' option and select the RTF
file format.
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Create Document: Starts the questions phase of building the selected
document for the selected company.
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Inserts: You can insert a corporate
letterhead, a corporate seal, and/or a notary statement. The seal and notary have default options
but you can import RTF files to replace the default options using the import
options under File in the main menu at the top of the Corporate Documents
form.
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Preview
Document Button: The Preview Document button can
be used to view a template of the document before going through the process
of creating the document. You can
determine whether this is the correct document for your needs. The data that is automatically inserted is
represented by underlines in the preview.
If you are unsure of the title of a document you can use the List
option on the Standard toolbar to see an alphabetical list of all the
documents in the database. Click on a
title and a preview of the document appears.
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