Top 10 Tips to Prepare Corporate Minutes

Who, What, Why, Where and When – Reflect who attended the meeting; what its purpose was; why it was call; where it took place; and when it started and ended.

Did You Notice – Record the fact that notice was given by stating that it was “duly noticed” or duly held pursuant to notice given.

A Note of Approval – Include language that the board of directors approved the minutes of the last meeting.

In the Presence of Stock Records – For stockholders meetings, some states required that stockholder records be present at the meeting, so note in the minutes that the records were available as required.

Keep It Simple, Simon – Limit the minutes to a general description of the matters discussed – this helps to avoid statements that could later be troublesome.

Vote for the Record – Include voting results on proposals, and name directors who voted against or abstained from voting on a particular matter.

Business Judgment Rules – Maintain a sufficient record to demonstrate the board’s exercise of its fiduciary duties of care and loyalty.

Don’t Form Attachments – Instead of burdening the minute book with numerous attachments, provide references in the minutes to documents fled elsewhere in the corporate records.

Right Place – Right Time – Get qualified legal advice before the meeting and consider asking the company’s lawyer along – draft minutes as soon as possible after the meeting while it is still fresh in the preparer’s memory, thus ensuring greater accuracy.

No Extra Informal Notes, Please – The corporate minutes are the official records of the meetings, so avoid keeping informal notes after minutes of directors and stockholders’ meetings have been approved. Notes may be discoverable and could appear to contradict or raise questions about information in the minutes.

For more information, contact Bonnie Rice at 203-977-7381 or [email protected].

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