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Templates / Boards, committees and governance

Annual meeting of members or shareholders

Annual meeting agenda template

An annual meeting agenda covers the business members or shareholders handle once a year: confirm quorum, approve last year's annual meeting minutes, hear the president's and treasurer's reports, elect directors, vote on anything else listed in the notice (such as bylaw amendments) and take questions in an open forum. Send it with the meeting notice, list every item that needs a vote, and explain how proxies or absentee ballots work if your bylaws or state law allow them.

Keeping a small corporation's yearly shareholder and director records? Use the corporate meeting minutes template. For the board's own regular meetings, use the board meeting agenda template.

Best forMember associations, co-ops, nonprofits with voting members, corporations holding a shareholder meeting

Meeting length60 to 90 minutes, once a year

SectionsRegistration and quorum, last year's minutes, reports, elections, other member votes, open forum

SendWith the meeting notice, by the deadline in your bylaws or state law

FormatsGoogle Docs, Word, Notion, Markdown

Member associations, co-ops and nonprofits with voting members: the example is a food co-op's member meeting.
Corporations holding a shareholder meeting: the same order works, but shareholders vote by shares and state corporate law sets more of the rules, such as the notice window and proxies.

Word Markdown

Annual meeting agenda.docx

Annual meeting agenda

Date and time Location Notice sentDate, and how. Deadline: [days] under [bylaws section or statute]Quorum[number], counting members present / voting power including proxies, under [bylaws section or statute]Proxies or absentee ballotsAllowed / Not allowed, under [bylaws section or statute]Votes on items not in the noticeAllowed / Not allowed, under [bylaws section or statute]

Item	Owner	Time	What we need to leave with
Registration and check-in	Secretary	30 min before start	Members and proxies counted
1. Call to order and welcome	President	5 min
2. Quorum report	Secretary	3 min	Count announced, quorum confirmed
3. Approval of last year's annual meeting minutes	President	3 min	Approved as written or as corrected
4. President's report on the year	President	10 min
5. Treasurer's report and year-end financial statements	Treasurer	10 min	Questions answered, report accepted
6. Election of directors	Elections chair	20 min	Ballots collected and counted by tellers
7. Other business listed in the notice:		10 min	A vote with the count recorded
8. Member open forum	President	15 min	Each question logged with who answers and by when
9. Election results and adjournment	President	5 min	Results announced with vote counts

Word MarkdownPastes into Google Docs, Word or Notion with headings and tables intact.

Word Markdown

[Organization] annual meeting minutes.docx

[Organization] annual meeting minutes

Date and time Location Presiding Minutes taken by Notice sent Rules usedNotice deadline, quorum, proxy rule and vote thresholds: [bylaws sections or statute]

Attendance and quorum

Members present in person: By proxy or absentee ballot: Quorum required: Quorum present: Yes / No

Call to order

Called to order at [time] by [name].

Approval of last year's annual meeting minutes

Approved as written / approved as corrected

Reports

Report	Presented by	Action
		Accepted / Questions noted

Election of directors

Seats open: Tellers: Ballots cast: Spoiled or blank:

Candidate	Votes	Result
		Elected / Not elected, term

Other member votes

Motion	Vote needed	For	Against	Result
	From bylaws, e.g. majority or two-thirds of votes cast			Carried / Failed

Member open forum

Question or concern	Raised by	Response, or who will answer	By when

Adjournment

Adjourned at [time].

Word MarkdownPastes into Google Docs, Word or Notion with headings and tables intact.

Hilltop Food Co-op annual member meeting minutes

Filled-in example

Hilltop Food Co-op annual member meeting minutes

Date and timeSunday, November 8, 2026, 2:00 pmLocationHilltop Community Center, main hallPresidingMargaret Olsen, board presidentMinutes taken byTyler Brandt, board secretaryNotice sentOctober 9, 2026, by email and posted at the storeRules usedHilltop bylaws: 30 days' notice and votes only on items in the notice (art. 4.2), quorum 75 members present (4.4), no proxies, mail ballots for elections only (4.6), bylaw changes need two-thirds of votes cast (12.1)

Attendance and quorum

Members present in person: 96 By proxy or absentee ballot: no proxies (not allowed under our bylaws). 212 mailed election ballots received, which count for the election only Quorum required: 75 members present Quorum present: Yes

Call to order

Called to order at 2:06 pm by Margaret Olsen.

Approval of last year's annual meeting minutes

Approved as corrected.

Reports

Report	Presented by	Action
President's report	Margaret Olsen	Accepted. Highlights: new walk-in cooler, 1,240 member-owners, up from 1,170
General manager's report	Rosa Fielding	Accepted. Questions about the bulk section, see open forum
Treasurer's report, year ended June 30, 2026	Kenji Watanabe	Accepted. Sales $4.2 million, up 3%. Net income $38,000. The board decides on a patronage refund in December

Election of directors

Seats open: 3, for three-year terms Tellers: Amy Lowe and Chris Park (not candidates) Ballots cast: 301 (89 in person, 212 by mail) Spoiled or blank: 4

Candidate	Votes	Result
Hannah Brooks	214	Elected, term to November 2029
Luis Romero	198	Elected, term to November 2029
Pat Nguyen	176	Elected, term to November 2029
Derek Simms	151	Not elected
Olivia Grant	139	Not elected

Other member votes

Motion	Vote needed	For	Against	Result
Amend bylaws section 4.3 to allow online voting in board elections (text sent with the notice)	Two-thirds of votes cast	68	27	Carried
From the floor (Gary Ross): hold next year's annual meeting on a weekday evening	n/a			Not in the notice. The chair referred it to the board. No vote taken

Member open forum

Question or concern	Raised by	Response, or who will answer	By when
Why is the bulk section getting smaller?	Ellen Moss	Rosa Fielding will answer in the December member newsletter	Dec 4
Parking lot lights are out on the east side	Sam Cortez	Not assigned yet. Board to discuss at its November 17 meeting	Nov 17
Will the patronage refund be paid in cash or store credit?	Ana Lindgren	Margaret Olsen: decided with the refund itself in December	Dec 15

Adjournment

Election results announced at 3:30 pm. Adjourned at 3:34 pm.

Hilltop Food Co-op and all the people named are a fictional sample.

Best forMember associations, co-ops, nonprofits with voting members, corporations holding a shareholder meeting

Meeting length60 to 90 minutes, once a year

SectionsRegistration and quorum, last year's minutes, reports, elections, other member votes, open forum

SendWith the meeting notice, by the deadline in your bylaws or state law

FormatsGoogle Docs, Word, Notion, Markdown

What to write in each section

Notice and agenda

Put every vote on the agenda and attach the text of any bylaw amendment. Check whether your bylaws or state law limit votes to items in the notice: some laws do this for certain votes, such as bylaw or merger approvals. Give each item an owner and a time, as covered in how to write a meeting agenda. Your bylaws and state law set the notice period, quorum and proxy rules, and they differ by type: Delaware stockholders get 10 to 60 days' notice, California nonprofit members 10 to 90. This template isn't legal advice.

Registration and quorum

Count members at check-in on a sign-in sheet, plus proxies or absentee ballots if your bylaws or state law allow them. Write down whether your quorum counts members present or voting power, including proxies. The chair announces the count and whether quorum is met before the first vote.

"96 members present, quorum is 75" settles it. "Good turnout this year" doesn't.

Reports

The president's report on the year and the treasurer's report on the year-end financial statements. Record what the members did with each report, note who presented and attach the statements.

Election of directors

Seats open, candidates, who counted the ballots, how many were cast and the votes for each candidate.

Other member votes

The motion as written in the notice, the majority it needs under your bylaws, and the count. If someone moves new business from the floor, record what the chair did with it.

Open forum

Put it near the end with a time limit. Record each question or concern, and who will answer it and by when, not the speeches.

When to use this template

The annual meeting is the one time most members turn up, and last year it ran an hour over because of the open floor.
You're the secretary sending the notice and need an agenda that lists every item members will vote on.
This year there's a contested board election or a bylaw change and the vote needs to be clean.

Questions people ask

How is an annual meeting different from a regular board meeting?: The annual meeting is for the members or shareholders, the people who own the organization or elect its board. They usually elect directors and vote on big changes such as bylaw amendments. Regular board meetings are for the directors, who run things between annual meetings.
Can members bring up new business at the annual meeting?: They can raise it, but whether it can be voted on depends on your bylaws and state law. Some limit what can be decided to items in the notice, at least for certain votes; others let any proper matter come up at a regular meeting. If yours limits it, a new motion from the floor is referred to the board or held for a later meeting. The open forum is the right place to discuss it.
What happens if the annual meeting doesn't reach quorum?: The members present can't take binding votes on the business: Robert's Rules says substantive business can't be done without a quorum. Your bylaws or state law may let the members present adjourn to a later date. Check your bylaws and state rules well before the day, and treat this as general information, not legal advice.

Sources

8 Del. C. §§211, 212, 216, 222 (Delaware stockholder meetings)Annual meeting to elect directors, stockholder proxies, default quorum, and 10 to 60 days' notice.
California Corporations Code §5511, Notice of members' meetingsCalifornia nonprofits give 10 to 90 days' notice, and some approvals count only if the notice described them.
California Corporations Code §5512, Quorum of membersDefault quorum, and that without a quorum the members present can only adjourn.
California Corporations Code §5613, ProxiesMembers may vote by proxy unless the articles or bylaws limit it.
Robert's Rules of Order, Frequently Asked QuestionsNo substantive business without a quorum; proxies need authority in the bylaws or the law.

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