Annual meeting minutes template (AGM, Word, free)
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This annual meeting minutes template is for the once-a-year meeting of a company's shareholders or an association's members, often called the AGM. It differs from a board meeting in two ways. Quorum and votes are counted in shares or member votes, including proxies, not in people around a table. And the agenda is mostly fixed by the articles or bylaws: receive the annual report and financial statements, elect directors, appoint the auditor or accountant, and deal with any resolution the notice said would be put to the meeting.
Download the Word file, copy the plain text, or read the filled-in example of a brewing company's AGM with a contested director election and a question session.
Word file (.docx), free and without signing up. Opens in Google Docs and Pages too.
What’s in the template
The minutes open with these details:
- Organisation (legal name)
- Annual general meeting for the year ended
- Date and time called to order
- Location (and whether remote participation was offered)
- Notice sent on (date, method, and the notice period required)
- Chair of the meeting
- Secretary (minutes taken by)
- Shares or votes outstanding and entitled to vote
- Shares or votes represented in person
- Shares or votes represented by proxy
- Quorum requirement and whether met
Then the body follows the meeting in this order:
- 1. Call to order and notice — Chair, time, and that notice was sent to everyone entitled to vote within the required period. Record that the notice and proxy form are filed with the minutes.
- 2. Quorum — Shares or votes represented in person and by proxy against the requirement. For an association, number of voting members present and by proxy.Represented in person: · Represented by proxy: · Total represented: · Quorum required: · Quorum present: yes / no
- 3. Appointment of inspector of election or scrutineer — Who counted the votes, if the bylaws require one.
- 4. Approval of the minutes of the previous annual meetingDate of previous annual meeting: · Approved as circulated / with corrections:
- 5. Receipt of the annual report and financial statements — Record that the directors' report and the audited or reviewed financial statements for the year were presented and received. Note that "received" is the usual word; shareholders are not approving each figure.Financial year ended: · Presented by: · Auditor's report (if any): · Received / adopted:
- 6. Election of directors — List the nominees, the number of seats, the votes for each, and who was elected and for what term. If uncontested, record election by the required vote.Seats to be filled: · Nominees: · Votes for each nominee: · Elected: · Term:
- 7. Appointment of auditor or accountant — Name of the firm, the year, and whether the directors may fix the fee.Firm: · For the year ending: · Fee fixed by: · Vote:
- 8. Resolutions in the notice — Any other item the notice said would be voted on: bylaw amendments, share plans, a dividend, a sale. Record each resolution as worded and the vote in shares.Resolution: · Type (ordinary / special): · For: · Against: · Abstain: · Outcome:
- 9. Shareholder or member questions — Record the subjects raised and any undertaking given by the chair or directors. Not who asked what, unless a questioner asks to be named.
- 10. Any other business — Most bylaws allow only business in the notice to be decided; other matters are noted for the board.
- 11. Close of meetingTime closed:
- ApprovalMinutes prepared by: · Confirmed by the chair on: · Chair's signature:
At the end: resolutions and votes and action items, as tables you can keep across meetings.
The template
Download it as a Word file, or copy the text version into your own document.
Annual General Meeting Minutes Organisation (legal name): Annual general meeting for the year ended: Date and time called to order: Location (and whether remote participation was offered): Notice sent on (date, method, and the notice period required): Chair of the meeting: Secretary (minutes taken by): Shares or votes outstanding and entitled to vote: Shares or votes represented in person: Shares or votes represented by proxy: Quorum requirement and whether met: 1. Call to order and notice [Chair, time, and that notice was sent to everyone entitled to vote within the required period. Record that the notice and proxy form are filed with the minutes.] 2. Quorum [Shares or votes represented in person and by proxy against the requirement. For an association, number of voting members present and by proxy.] Represented in person: Represented by proxy: Total represented: Quorum required: Quorum present: yes / no 3. Appointment of inspector of election or scrutineer [Who counted the votes, if the bylaws require one.] 4. Approval of the minutes of the previous annual meeting Date of previous annual meeting: Approved as circulated / with corrections: 5. Receipt of the annual report and financial statements [Record that the directors' report and the audited or reviewed financial statements for the year were presented and received. Note that "received" is the usual word; shareholders are not approving each figure.] Financial year ended: Presented by: Auditor's report (if any): Received / adopted: 6. Election of directors [List the nominees, the number of seats, the votes for each, and who was elected and for what term. If uncontested, record election by the required vote.] Seats to be filled: Nominees: Votes for each nominee: Elected: Term: 7. Appointment of auditor or accountant [Name of the firm, the year, and whether the directors may fix the fee.] Firm: For the year ending: Fee fixed by: Vote: 8. Resolutions in the notice [Any other item the notice said would be voted on: bylaw amendments, share plans, a dividend, a sale. Record each resolution as worded and the vote in shares.] Resolution: Type (ordinary / special): For: Against: Abstain: Outcome: 9. Shareholder or member questions [Record the subjects raised and any undertaking given by the chair or directors. Not who asked what, unless a questioner asks to be named.] 10. Any other business [Most bylaws allow only business in the notice to be decided; other matters are noted for the board.] 11. Close of meeting Time closed: Approval Minutes prepared by: Confirmed by the chair on: Chair's signature: Resolutions and votes No. | Resolution | For | Against | Abstain | Outcome Action items No. | Action | Owner | Due | Status
What makes annual meeting minutes different
At a board meeting everyone present is a director with one vote. At an annual meeting the people in the room may hold a tiny fraction of the votes, and most of the voting power may arrive on proxy forms. So the minutes have to account for votes, not heads: how many shares or member votes were represented, how many by proxy, who the proxies were given to, and the vote on each resolution in shares. Many articles and statutes also require a formal notice period, and the minutes should show it was observed, because a meeting held without proper notice can have its decisions challenged.
The annual meeting is also the one meeting where the owners get to ask questions of the directors. Record the subjects and any undertakings; do not try to record the exchange.
What the minutes must record
- Notice: the date it was sent, how, and the notice period required by the articles or bylaws. File a copy with the minutes.
- Quorum in shares or votes, split between in person and by proxy, and the requirement it was measured against.
- Who was appointed to count votes, if anyone.
- The annual report and financial statements received, for which year, and the auditor's opinion if there was an audit.
- The election of directors with the votes for each nominee, or that they were elected by the required vote if uncontested.
- The appointment of the auditor or accountant.
- Each resolution in the notice, as worded, with the vote in shares and whether it needed an ordinary or special majority.
Proxies, remote attendance and voting methods
A proxy is a written authority for someone else to vote a shareholder's or member's shares. Record the total shares represented by proxy and, where the proxy named a specific vote, count it as instructed. If the meeting was held partly or fully online, record the platform, that participants could hear and be heard, and how votes were cast. Some jurisdictions have specific rules for virtual meetings; check the articles and the statute before holding one.
A show of hands counts people; a poll counts shares. If any resolution was decided on a poll, record the share count. Many bylaws allow a shareholder to demand a poll on any resolution.
Company AGM or association annual meeting
The template works for a corporation's shareholders and for the members of a nonprofit, co-operative, club or association. The differences are in the units counted (shares against member votes), in what is received (an annual report against the committee's report), and in whether an auditor is appointed. For a membership organisation, the election of officers may happen here rather than at a board meeting; adjust section 6 accordingly.
Common mistakes
- Recording quorum as a number of people when the bylaws count shares or votes.
- Saying the financial statements were "approved" by shareholders. Most bylaws have them received or adopted; approval is the board's act.
- Deciding business that was not in the notice. Note it for the board instead; most bylaws do not allow it to be voted on.
- Omitting the vote count on a contested election. A nominee who lost may want to see it.
- Minuting the question session as a debate. Record the topics and the undertakings.
Example: filled-in annual meeting minutes
What the template looks like once it’s been used. The organisation and people are made up.
Minutes of the annual general meeting of the shareholders of Pinecrest Brewing Company, Inc.
Date: Thursday 29 October 2026
Called to order: 10:00 am
Location: Taproom, 310 Mill Street, Bend, Oregon, with video participation
Notice: Mailed and emailed to all shareholders on 25 September 2026, more than the 30 days required by article 9
Chair: Helen Stroud, Chair of the Board
Secretary: Anil Deshpande, Corporate Secretary
Shares outstanding: 250,000 common shares, each entitled to one vote
Represented in person: 96,400 shares (31 shareholders, 9 by video)
Represented by proxy: 88,750 shares
Quorum: 185,150 shares (74%) represented; majority required; quorum present
1. Call to order and notice
The chair called the meeting to order at 10:00 am and confirmed that notice of the meeting, the proxy form and the annual report had been sent to all shareholders of record on 25 September 2026. The notice is filed with these minutes.
3. Appointment of inspector of election
On the chair's nomination, Ruth Calloway of Bramley & Kent CPAs was appointed inspector of election. She reported the shares represented as set out above.
4. Approval of the minutes of the previous annual meeting
The minutes of the annual general meeting of 30 October 2025 were approved as circulated on a show of hands.
5. Receipt of the annual report and financial statements
Helen Stroud presented the directors' report and Chief Executive Grant Mallory presented the audited financial statements for the year ended 30 June 2026: revenue $9.2 million, net income $640,000, and a cash balance of $1.1 million. Bramley & Kent's audit report was unqualified. Resolution 1: that the annual report and audited financial statements for the year ended 30 June 2026 be received. For 184,900 shares, against 0, abstain 250. Carried.
6. Election of directors
Three seats were to be filled for two-year terms. Four nominees stood: Helen Stroud, Marcus Lindahl, Josephine Park and shareholder nominee Derek Vance. Each nominee spoke for two minutes. A poll was held.
Votes for: Helen Stroud 171,200; Josephine Park 168,450; Marcus Lindahl 142,900; Derek Vance 61,300. The inspector declared Helen Stroud, Josephine Park and Marcus Lindahl elected for terms ending at the annual meeting in 2028.
7. Appointment of auditor
Resolution 2: that Bramley & Kent CPAs be appointed auditors for the year ending 30 June 2027 and that the directors be authorised to fix their remuneration. For 183,100, against 1,800, abstain 250. Carried.
8. Resolutions in the notice
Resolution 3 (special): that article 12 of the articles of incorporation be amended to permit shareholder meetings to be held wholly by electronic means, in the form set out in the notice. For 176,400, against 8,500, abstain 250. The resolution required two-thirds of the votes cast and was carried with 95.4%.
Resolution 4: that the employee share purchase plan presented in the notice be approved, authorising up to 12,500 new shares over three years. For 162,300, against 22,600, abstain 250. Carried.
9. Shareholder questions
Shareholders asked about the timing of the second canning line, the company's approach to dividends, and whether the taproom lease would be renewed. The chief executive said the canning line is due in spring 2027 and the lease has been renewed to 2031. The chair undertook that the board would set out a dividend policy in the next annual report.
10. Any other business
A shareholder asked whether the company would sponsor the Deschutes River cleanup. The chair noted it for the board; no resolution could be taken as the item was not in the notice.
11. Close of meeting
The chair closed the meeting at 11:22 am.
Resolutions and votes
| No. | Decision | Outcome |
|---|---|---|
| 1 | Resolution 1: Annual report and financial statements received | Carried, 184,900 for |
| 2 | Election of directors: Stroud, Park, Lindahl elected | Poll; three highest votes elected |
| 3 | Resolution 2: Bramley & Kent appointed auditors | Carried, 183,100 for |
| 4 | Resolution 3 (special): Article 12 amended for electronic meetings | Carried, 95.4% of votes cast |
| 5 | Resolution 4: Employee share purchase plan approved | Carried, 162,300 for |
Action items
| No. | Action | Owner | Due |
|---|---|---|---|
| 1 | File the amended article 12 with the Oregon Secretary of State | Anil Deshpande | 27 November 2026 |
| 2 | Send the inspector's signed vote report to the board and file with the minutes | Anil Deshpande | 5 November 2026 |
| 3 | Draft a dividend policy for the board's January meeting | Grant Mallory | 9 January 2027 |
| 4 | Update the directors' register and notify the bank of the elected board | Anil Deshpande | 13 November 2026 |
Tips for annual meeting minutes
- Put the share counts in the header: outstanding, in person, by proxy, total, requirement. Everything else depends on them.
- Have the proxy total confirmed by the secretary or inspector before the chair opens the meeting, and record who confirmed it.
- Record each vote in shares, even on uncontested items; a show of hands can be noted as the method, but the record is the count.
- State the majority each resolution needed (simple or special) next to the result.
- Record the exact nominees and votes in an election; a losing nominee is the most likely person to ask for the minutes.
- File the notice, the proxy form, the inspector's report and the annual report with the minutes as one bundle.
Related templates
- Corporate meeting minutes template — For the board or shareholders of a corporation: numbered resolutions, officer elections and the record that keeps the company separate from its owners.
- Board meeting minutes template — The formal record of a board of directors meeting: quorum, motions, votes and resolutions.
- S corp meeting minutes template — For the owner-run S corporation: the annual shareholder and director meetings that document officer salary, distributions and the S election.
- HOA meeting minutes template — For homeowners and condo association boards: notice, open versus executive session, the owner forum, and votes on assessments and vendors.
- All meeting minutes templates
Or let the notes write themselves
A template helps when you’re the one typing. If you’d rather not be, an AI note taker can draft the summary and action items for you. Most send a bot into the call; QuietNote captures from your own computer instead, so nothing joins the meeting and you decide when capture starts. It’s in private beta. Whatever you use, read the draft before you send it, and tell attendees you’re recording where the rules require it.
Questions
What should be included in annual general meeting minutes?
The date, time and place; that notice was properly given; the shares or votes represented in person and by proxy and that a quorum existed; the receipt of the annual report and financial statements; the election of directors with vote counts; the appointment of the auditor; each resolution in the notice with its vote; the topics raised in questions; and the time the meeting closed.
Do shareholders approve the financial statements at the annual meeting?
Usually they receive or adopt them rather than approve them. The board approved the statements before they were sent out; the annual meeting records that they were laid before the shareholders. The exact wording depends on your articles or bylaws and, for some companies, the statute, so use the word your governing documents use.
How are proxies recorded in meeting minutes?
As a total of shares or votes represented by proxy, counted toward quorum and included in each vote. The minutes do not normally list every proxy; the secretary or inspector keeps the proxy forms with the minutes as a record. If a proxy holder voted contrary to an instruction, that is a matter for the inspector's report.
What is the difference between an annual meeting and a board meeting?
An annual meeting is of the owners or members, who elect directors, receive the annual report and vote on matters reserved to them. A board meeting is of the directors, who manage the organisation between annual meetings. Votes at an annual meeting are counted in shares or member votes; at a board meeting each director has one vote.
Can an annual meeting be held online?
Often, if the articles or bylaws allow it and the applicable statute permits electronic meetings. Many jurisdictions changed their rules in recent years, and some still require a physical location. Where a virtual or hybrid meeting is held, the minutes should record the platform, that participants could communicate, and how votes were cast and verified.
Can an AI note taker take annual meeting minutes?
It can draft the question session and a running summary, which is useful at a long meeting. The share counts, proxy totals and election results come from the inspector or secretary, not the transcript, and the chair confirms the final minutes. Tell shareholders at the start if the meeting is being recorded or transcribed.