Whether it's non-profit or for-profit, the law requires a corporation to keep thorough records of all formal meetings, i.e., everything that happens in these meetings.
This is particularly crucial for annual meetings and whenever significant changes take place in the company. Keeping the Minutes of Directors' Meeting is not just an obligation. It's also an excellent practice for any corporation.
To begin with, having records of all the decisions made is essential. Board members have a fiduciary duty to the shareholders, and they have to have proof that they've abided by it.
While a corporation is required by law to keep the Minutes of Directors' Meeting, there aren't strict guidelines to follow required by law.
That doesn't mean there aren't specific rules to keep in mind. Writing the Minutes of Directors' Meeting happens in several stages. The pre-planning usually means the company's secretary and chairperson discuss it before the meeting.
Then there's the actual note-taking during the meeting, followed by the transcription of the notes. All that's left is for the secretary to distribute the Minutes of Directors' Meeting to the board members and then file it for future reference.
Depending on your state, the Minutes of Directors' Meeting may also be known as:
Directors' Meeting Minutes
Board Minutes
Board of Directors' Meeting Minutes
Company Board Meeting Minutes
Corporation Minutes
Corporate Minutes
All corporations, for-profit or non-profit, must keep Minutes of Directors' Meeting. It's not only a legal requirement and an essential document for the minute book, but it's also for tax purposes. A corporation is a separate entity from the shareholders. Keeping a detailed record of the formal meetings ensures this separation is clear and undisputed.
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The details in your Minutes of Directors' Meeting are crucial. You don't want to focus on the wrong items or skip anything important. That's why having a proper template will make things so much easier.
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To create your document, please provide:
Corporation details: Legal name of the corporation, address, and the state where it was incorporated
Meeting details: Time and address of the meeting
Attendees: List of everyone present at the meeting
Absentees: List of everyone invited to the meeting but didn't attend
Actions taken: All the relevant decisions, motions, and objections during the meeting
Next meeting: Scheduled time and place of the next meeting of the board of directors
Time of adjournment: The time when the meeting ended
Shareholder: A person owning at least one share in a corporation.
Board of Directors: People who act on behalf of the shareholders in a corporation.
Chairperson: A person presiding over the meeting of the board of directors.
Secretary: A designated person in a corporation authorized to produce and sign important documents.
Fiduciary duty: A legal term describing one party's obligation toward the interest of another.
Agenda: A list of topics to be covered in a meeting.
Motion: A proposal needing to be discussed and voted on.
Point of Order: An irregularity during a meeting.
Resolution: A formal decision made in a meeting.
Status Quo: Means "nothing changed," and it's often used when there is a tie in voting.
One of the most crucial things to keep in mind before anyone signs the Minutes of Directors' Meeting is the need for approval. After the transcription, make sure everything is correct and in order. In most cases, it's the company secretary with all the duties regarding writing and approving the Minutes of Directors' Minutes. Also, usually the chairperson and the secretary both sign the document. Notarization isn't necessary, but a third witness is sometimes invited for an extra layer of authentication.
Once signed, the Minutes of Directors' Meeting needs to be distributed to all the meeting attendees. That could mean sending the document via email or distributing hard copies. Both are commonly acceptable. The original document should also be kept on file in the company's minute book and be made available if requested.
The minute book is a unique record system that a corporation uses to store its most important documents. For example, in most cases the Minutes of Directors’ Meeting will be filed in the minute book. Other documents that go into this record can be the shareholders’ meeting minutes, annual reports, corporate resolutions, and the like.
In the context of corporations, the governing law refers to the jurisdiction where the corporation was incorporated. The corporation is obliged to act according to the authority of that specific state.
Recording the Minutes of Directors' Meeting is a skill, and that's why it's usually entrusted to someone who has the knowledge and experience to do it. There are many things that can go wrong with corporate minutes, but three in particular stand out. The first mistake is not pre-planning for the meeting. The second is missing important details such as the start and end time of the meeting. But perhaps the worst mistake is not reviewing the minutes in detail after the meeting.
There are no hard rules on this, but there has to be a balance of being specific enough without creating a document that’s too big. For the most part, this is something that's learned with experience because it can be challenging to discern what should go into the minutes and what shouldn't.
This is entirely up to the management of the corporation in question. In some cases, having a corporate attorney present at the board meeting can be immensely beneficial for proper record-keeping. It’s also not a bad idea to get legal help when you’re just starting your company. But experienced company secretaries usually won’t need legal help.
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