Key Takeaways:

  • Meeting minutes serve as the official legal record of board meetings and capture all significant decisions and resolutions.
  • A resolution of a meeting is a formal decision or action adopted by the board or shareholders, which may be ordinary or special depending on voting requirements.
  • Resolutions often require clear documentation for legal compliance, especially for actions like authorizing contracts, opening bank accounts, or appointing officers.
  • Best practices for meeting minutes and resolutions include clear language, noting motions and votes, and following a consistent format.
  • Certified corporate resolutions provide external parties, like banks, with proof of the corporation’s authorization for specific actions.

What Are Meeting Minutes?

Meeting minutes are commonly used during shareholders' and directors' meetings of corporations. These minutes record what is happening during the meeting, such as any decisions related to financial, tax, or legal requirements. Additionally, the meeting minutes should include any votes that may have been taken during the meeting that disapprove or approve decisions. The minutes are the legal and official record of the board of directors meeting.

These minutes may include:

  • Any resolutions reached during the meeting
  • A summary of any major decisions made
  • The result of any votes taken to reach a resolution

Meeting minutes should be complete, accurate, and clear with detailed information about the business transactions that took place during the meeting. The wording should unambiguous and simple to understand. Minutes are considered to be legal evidence of any facts presented and are presumed to be accurate from a legal standpoint. The document should contain plenty of detail, ensuring that they are accurate and useful if they need to be used as evidence or for reference of any actions taken, particularly by the directors who are responsible for fulfilling certain fiduciary tasks.

When recording meeting minutes, make sure to include a record of whether anyone introduced a resolution or motion as well as any meeting participant(s) who seconded the resolution or motion. Any votes taken during the meeting should be noted. It's important for the person taking the notes during the meeting to keep the information general and focused on any actions being taken, rather than writing any specific information or quotes. Maintaining accurate records is crucial for shareholders and directors of corporations.

In most cases, the meeting minutes, also called minutes of the meeting, will be distributed to all directors and/or shareholders following the meeting. Since meeting minutes carry so much legal weight, all organizations must have policies in place to record minutes during every meeting. The minutes should be recorded accurately and in a way that accurately reflects the actions and wishes of the members of the board of directors. Any language that could later be used against the company should not be included in the minutes.

How Meeting Minutes Support Resolutions

Meeting minutes not only summarize discussions but also provide legal support for the resolutions adopted during the meeting. A resolution of a meeting should be clearly recorded in the minutes, indicating:

  • The motion introduced and by whom
  • Any member who seconded the motion
  • The exact wording of the resolution passed
  • The voting outcome, including counts for and against

By documenting these details, the minutes become a legally enforceable record. This is crucial if your company later needs to demonstrate compliance with internal bylaws, regulatory obligations, or shareholder expectations.

Things That Should Always Be Recorded at a Board Meeting

Although the minutes do not need to reflect every word said during a meeting, there are some critical aspects that should always be included in the meeting minutes:

  • Meeting date and time
  • If any of the corporation's directors or board members opted out of a vote
  • If the meeting is regular or special
  • Any actions the board took, such as directives, authority delegations, or approvals
  • If a waiver of notice was signed or a notice was given to the directors
  • If any attendees departed and/or re-entered the meeting
  • If the directors or board members established a quorum
  • The names of directors in and not in attendance
  • If any guests were in attendance

Types of Meeting Resolutions

Resolutions can be categorized based on the type of decision and voting requirement:

  1. Ordinary Resolutions – Passed by a simple majority of directors or shareholders. They are used for routine matters, such as approving annual reports or appointing auditors.
  2. Special Resolutions – Require a higher voting threshold, often two-thirds or three-quarters of the votes, depending on the bylaws. These cover significant changes like amending articles of incorporation or authorizing mergers.
  3. Written Resolutions – Some organizations allow decisions to be made in writing without convening a formal meeting, provided all eligible members sign.

Clearly classifying the resolution of a meeting helps maintain compliance with corporate governance standards and avoids disputes about decision-making authority.

Who Keeps the Minutes of the Meeting?

In most cases, a member of the board who has been tasked with the responsibility will keep the minutes of a corporate board meeting. This person is called the secretary of the board.

Best Practices for Drafting Resolutions

A well-drafted resolution ensures that the board’s decisions are clear and enforceable. Best practices include:

  • Use Clear, Concise Language: Avoid ambiguous terms that could lead to misinterpretation.
  • State the Authority and Purpose: Identify the law, bylaw, or corporate provision under which the action is authorized.
  • Include Necessary Details: List key parties, dates, approvals, and any financial or contractual specifics.
  • Maintain Consistency: Use a standard template for all resolutions to streamline recordkeeping.
  • Follow Legal and Bylaw Requirements: Ensure quorum and voting thresholds are met before recording the resolution.

These practices protect the organization against legal disputes and provide confidence to third parties reviewing corporate actions.

What Are Resolutions?

A resolution during a meeting is any type of action taken by the members of the board that will apply to a certain action. Resolutions differ from bylaws in that the latter are rules that regulate the affairs of an organization and serve as its governing principles.

Common Uses of Board Resolutions

Board resolutions serve as formal documentation for many corporate actions. A resolution of a meeting is often required to:

  • Open or close company bank accounts
  • Approve contracts, loans, or major expenditures
  • Issue new shares or approve dividends
  • Appoint or remove officers and directors
  • Approve mergers, acquisitions, or dissolutions
  • Authorize legal representation or regulatory filings

Maintaining accurate records of these resolutions is vital for demonstrating compliance during audits, due diligence, or legal proceedings.

What Is a Certified Corporate Resolution?

During a shareholders or directors meeting, any resolution that the corporation's president and the secretary approves is called a certified corporate resolution. If an external organization, such as a bank, needs verification from the corporation to allow certain actions to take place, this type of resolution is important. Examples of certain actions that may require certified corporate resolutions include the authorization to sign documents on the corporation's behalf.

Why Certified Resolutions Matter

Certified corporate resolutions are often required by banks, government agencies, and other institutions as proof that a corporation has formally approved a specific action. Key points include:

  • Verification of Authority: Confirms that the decision was made by the proper corporate body.
  • External Reliance: Enables third parties to rely on the corporation’s authorization without reviewing full minutes.
  • Legal Protection: Provides a safeguard if actions are challenged, showing the organization followed formal procedures.

These certifications help streamline external transactions and reduce risk for both the corporation and the outside party.

What Is the Difference Between a Resolution and Minutes?

Meeting minutes describe actions taken during a meeting, while a resolution describes actions that a corporation's board of directors have authorized.

Maintaining Compliance with Meeting Records

Properly managing meeting minutes and resolutions ensures the organization complies with corporate law and its own bylaws. Best practices include:

  • Secure Storage: Keep minutes and resolutions in a corporate record book or secure digital archive.
  • Timely Preparation: Draft minutes and resolutions soon after the meeting while details are fresh.
  • Periodic Review: Regularly review records for completeness and accuracy to ensure readiness for audits or investor due diligence.

Consistent recordkeeping strengthens governance, protects directors from liability, and demonstrates transparency to stakeholders.

Frequently Asked Questions

1. What is a resolution of a meeting? A resolution of a meeting is a formal decision approved by the board or shareholders, typically recorded in the meeting minutes as part of the official record.

2. What are the types of meeting resolutions? Common types include ordinary resolutions (simple majority), special resolutions (supermajority), and written resolutions signed outside of meetings.

3. Why are certified corporate resolutions needed? They provide third parties like banks or regulators with official proof that the company authorized a specific action.

4. How soon should meeting minutes and resolutions be prepared? Minutes and resolutions should be drafted promptly after the meeting to ensure accuracy and legal validity.

5. Do meeting resolutions need to follow a specific format? While formats can vary, resolutions should clearly state the action, authority, and vote outcome, using a consistent template for corporate records.

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