Board of Directors meeting

By some odd quirk of corporate law, one of the few requirements of every corporation is that they hold an annual meeting of the Board of Directors and a record be made of the meeting. This requirement is not waived even if the corporation has a single shareholder who also happens to be the President and Chairman of the corporation.

It happens that I am in the very position described. My cafe is organized as a corporate entity under the rubric of Barking Cow Enterprises of which I am the sole shareholder. So, I am required by law to hold a meeting with myself each year and record the proceedings in a corporate log should the SEC or some other governmental entity ask to see evidence of my annual meetings.

I now present for you the actual record of my first Board meeting.



Barking Cow Enterprises, Inc.
Annual Corporate Meeting for fiscal year 2006

1/1/2007

Board Members:
Present: Jon Gold, El Presidente Grande & Chairman
Jon Gold, Secretary
Jon Gold, Finance Chair
Absent: the rest of the world
Quorum present? Yes. Wait, is that the same as a minyan?
Others Present: Karma the wonder dog

Proceedings:

• Meeting called to order at 7:04 p.m. by Chairman Gold

Chair motioned to waive the reading of the minutes from the last meeting and accept them into the record.

Secretary Gold objected for the obvious reason that this is the very first meeting and as such there are no minutes from the last meeting; unless the esteemed chairman meant the meeting we had before we were required to have meetings with ourselves. Secretary Gold reminded the chairman that there were actually two meetings; the first wherein they discussed the timing of the meeting and the second whether or not they should use the bathroom prior to the meeting.

The Chair proclaimed that the bathroom meeting probably did not qualify as a recordable event.

Secretary Gold respectfully disagreed and pronounced the bathroom meeting to be extremely productive but regretted that in any case there are no minutes of either pre-meeting meetings.

Chair directs the secretary to duly note the lack of minutes to accept and remarked off-handedly about the poor quality of tissue in the restroom.

• Chief Executive's Report:

1. The corporation paid officer’s salaries in the amount of $13,116.57 to its sole shareholder, Jon Gold.

Chairman Gold declared the salary “a paltry amount” and made a motion to raise the Chairman’s salary to $1,000,000.

The Finance Chair objected to the motion by explaining that the requested salary exceeds net revenue by several orders of magnitude.
The Chairman objected to the phrase, ‘orders of magnitude’ because he did not know “what it means, really, when you get down to it,” and ordered it stricken from the record.

The Finance Chair explained that ‘several orders of magnitude’ in this instance is 7,624 percent.

The Chairman withdrew the motion and directed the Finance Chair to investigate how, ‘those clowns on Wall Street lose money each year yet still get paid astronomical sums.’

2. As of December 31, 2006 the corporation had retained earnings of $3,305. The book income for the year ended December 31, 2007 was $3,305.

The Chairman demanded to be shown the money. The Finance Chair explained that the money doesn’t really exist, it is just an accounting phrase based on cash basis accounting methods.

3. The Corporation incurred $6,000 of debt to Mark Gold, of which $4,500 was repaid during the year.

The Chairman made a motion to immediately declare bankruptcy and thereby keep the remaining $1,500 owed to Mark Gold. The Secretary reminded the Chairman that Mark Gold is in fact the Chairman’s brother and keeping his money would no doubt upset their mother.

The Chairman withdrew the motion but instructed the Finance Chair to ‘figure out some other way to do it’.

4. The corporation contributed $112 to various charitable organizations.
The Chairman demanded an investigation be initiated to determine exactly who these so-called charitable organizations are, noting that, “ a hundred twelve bucks is almost one percent of my salary, dagnabbit. Why do they deserve it more than I do?”

5. The corporation purchased the following assets:

Finishing oven 219
Slicer 253
Espresso machine 3,500
Dish table 633
$4,605

The Chairman objected to spending the funds for these pieces of equipment. The Secretary carefully explained that each was necessary in order to continue providing espresso drinks and food to our customers and that in any case the funds had already been spent and perhaps the Chairman should pay a little more attention next time before he writes the checks for such purchases.

6. The corporation received $115,574 in assets and $73,233 in liabilities in a tax free exchange pursuant to code section 351 of the Internal Revenue Code.

The Chairman, predictably, demanded to see the $115,574 before he was coldcocked, bound and gagged by the Finance Chair.

• Finance Committee report provided by Chair, Jon Gold

Finance Chair Gold reported, “We are broke and have little chance of changing that while this idiot (referencing the Chairman) is in charge of things. I have nothing else to report.”


• Assessment of the Meeting: By unanimous assent (and a bark from Karma) all in attendance agreed that this meeting sucked.

• Meeting adjourned at 9:37 p.m.
• Minutes submitted by Secretary, Jon Gold.