1. What Are Meeting Minutes?
2. Things That Should Always Be Recorded at a Board Meeting
3. Who Keeps the Minutes of the Meeting?
4. What Are Resolutions?
5. What Is a Certified Corporate Resolution?
6. What Is the Difference Between a Resolution and Minutes?

Updated October 26, 2020:

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.

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

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.

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.

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.

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.

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