1. Preparing Meeting Minutes
2. Shareholder Meeting Requirements

Board of directors meeting minutes requirements should be followed to meet any legal or bylaw requirements. Minutes, or written notes, document important decisions that take place during meetings.

State law stipulates how often the board of director meetings must take place — typically at least once a year. The board of directors, which is required by law, is made up of shareholders that represent the stockholders and take on the responsibility of directing and managing the corporation.

Board meetings must be announced with proper notice to allow members to attend. A specific number of members is needed to hold the meeting. This number, a quorum, is based on the total number of board members. Board meetings are conducted based on a set of guidelines or requirements to increase the efficiency of the meetings. An example of this process is called Robert's Rules. This and other similar systems are used to establish set rules for the meetings, such as making requests, introducing motions, and voting on motions.

Preparing Meeting Minutes

When preparing meeting minutes, include:

  • The name of the corporation.
  • Date, time, and meeting location.
  • Confirmation of proper notice given to board members (or waived in accordance with the bylaws).
  • Attendance and record of present and absent shareholders.
  • Proof that previous meeting minutes have been read and approved.
  • Notice of any important business changes that took place between the current and last meeting.
  • Election of the officers and directors according to the bylaws and articles of incorporation, if taken place annually.
  • Any additional basic information or decisions that have been made.

By listing and recording the meeting minutes, companies avoid the issue of lengthy and unfocused meetings. The minutes also prevent any legal issues for board members.

Shareholder Meeting Requirements

Single shareholder meeting minutes are simple and must be kept to retain corporation status. The meeting minutes should follow standard requirements, including:

  • The date of the meeting (must be at least one annually).
  • A record that the meeting is one of both shareholders and the board of directors.
  • A record of the election of directors and officers for the following year (if required by the corporate bylaws).
  • A signature as the secretary of the corporation.
  • A copy of the minutes for your records.

Double shareholder meetings consisting of board members should have one assigned member acting as the secretary of the corporation. The meeting minutes should include:

  • The date of the meeting (must be at least one annually).
  • A record that both members are present and the meeting is a joint meeting of the shareholder and board of directors.
  • A record of the election of directors and officers for the following year (if required by the corporate bylaws).
  • The secretary of the corporation signs the minutes.
  • The secretary retains a copy of the minutes for the corporation's records.

When meetings reach three or more shareholders, the risk of disagreement increases. To limit conflict, formal procedures should be put in place to prevent questioning of decisions recorded in the meeting minutes. The meeting minutes should include:

  • Adequate notification of the meeting by the president, chair of the board, or secretary (refer to state law or the corporation's bylaws to confirm proper meeting notice is given).
  • Confirm a majority of board members can attend to establish the majority needed to bring and vote on any important matters.
  • Record the type of meeting: meeting of shareholders, meeting of the board of directors, a joint meeting.
  • Record any actions or resolutions that have been taken or passed and the vote count of each.
  • Record elections of officers or directors for the following year as required by the corporation's bylaws.
  • The secretary signs the meeting minutes.
  • The secretary retains a copy of the minutes for the corporation's records.

Meeting minutes act as a record of board or committee actions. This is important to document to prove compliance with required procedures, show that important matters have been discussed, and show that actions have been taken and/or approved by the board.

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