Resolutions

Purpose: Selecting the document template begins the process of creating a 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.

When a document title is selected, as illustrated below, the Create Document and Preview.

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.

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.
GO TOP

Document Types:  There are seven types of documents in the 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.)Notice-Notices of shareholder and director meetings,
4.)Report- reports generated by the officers or directors,
5.)Document-other documents dealing with business 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.     
GO TOP

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.
 GO TOP

Create Document:  Starts the questions phase of building the selected document for the selected company.
GO TOP

Tree Diagram:   The document titles are organized in a standard tree diagram.  Click on folders to open them and to drill down through as many folders as needed to find the title of the document you are looking for.  Highlight the document and options appear in the lower right corner of the page.
GO TOP

PreviewDocument:  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

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.      
GO TOP

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. 
GO TOP

Hide Document :   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.  
GO TOP

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. .  
GO TOP

Documents:  There are many documents besides resolutions important to managing a corporation or LLC.  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 company 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 Documents.  They are distinguished by a green dot before the document title.  
GO TOP

Notices::  It is a basic requirement that both directors and shareholders be given notification of upcoming meetings.  The 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 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..  
GO TOP

Documents:   The 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.  
GO TOP

Directors 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 company and to elect the 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 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 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 application and you need help formulating the resolution, click the 'Tools, Web Links, Help' option on the Navigation toolbar and click the 'Help With 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 software, please let us know using the same process. 
GO TOP

LLC & Join Venture: Most 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.  
GO TOP

Operational Document:  Operational documents don't relate to the operation of the company 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 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.  
GO TOP

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 Company 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.
GO TOP

Shareholder:  The terms shareholder and stockholder are derived from the shares of stock that represent ownership in the company.  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 company 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 company.  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 company's Bylaws but some may be legal requirement of the state the company 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 software and you need help formulating the resolution, click the 'Tools, Web Links, Help' option on the Navigation toolbar and click the 'Help With 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 software, please let us know using the same process.  
GO TOP

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 company.  There are documents in the application 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 application 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 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.  
GO TOP

Letterhead Checkbox:  Your company 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 letterhead paper.

Another method to import a digital letterhead into the application is by marking this checkbox and the letterhead is automatically inserted.  The 'Import Letterhead...' option is under the File menu option on the main menu of the 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.  
GO TOP

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 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.  
GO TOP

Create Document:  Starts the questions phase of building the selected document for the selected company.
GO TOP

Inserts: You can insert a 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 Documents form.  
GO TOP

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.  
GO TOP

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.
 GO TOP