Form with which the board of directors of a corporation records the contents of its first meeting.
Board Minutes For Single Director Company In California
State:
Multi-State
Control #:
US-0007-CR
Format:
Word;
Rich Text
Instant download
Description
Free preview
Form popularity
FAQ
Corporate managers take minutes for the same reasons corporate boards do. They provide a legal record of the meeting members' actions and decisions, and taking corporate minutes is also a legal and regulatory requirement. There are various laws regarding which types of meetings require minute-taking.
There's also the fact that if you don't list the number of directors in your Articles of Incorporation, you're legally required to list that information in your bylaws (see California Corp Code § 212). The bottom line: corporate bylaws are not legally required, but they're pretty much essential for your corporation.
Decisions are usually taken either by passing resolutions at a board meeting or by passing a written resolution. Although a sole director may be able to hold a board meeting, in practice, a sole director would usually make decisions by passing written resolutions.
Section 248 does not specifically refer to the situation that applies to sole directors, however, it is considered good practice for a sole director to record their decisions which, if there were more than one director, would have been considered at a board meeting as resolutions in writing, particularly where ...
9510(a): Each corporation shall keep: (1) Adequate and correct books and records of account. (2) Minutes of the proceedings of its members. board and committees of the board. (3) A record of its members giving their names and addresses and the class of membership held by each. (b) Minutes shall be kept in written form.
What happens if a minute book is not maintained? If evidence is uncovered that a corporate entity's actions are not documented in historic or active record keeping, the shareholders, members, and management could lose personal liability protection – a situation referred to as “piercing the corporate veil.”
The number or minimum number of directors shall not be less than three. Alternate directors may be permitted, in which event, the bylaws shall specify the manner and times of their election and the conditions to their service in place of a director.
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat.
As the lone attendee you must document the date, time and location of the meeting. You must also list the discussion items, summarize the key points and document the decisions made. You must note all the positions in attendance, even if you occupy all of them.
If you don't, you will find yourself personally liable to the creditors of your business. The good news is that the rules are well established. In fact, one California Court (Associated Vendors, Inc. v.
More info
Free initial meeting minutes template for a corporation with only one director instead of a more common board of directors. Corporate minutes are used to record actual happenings during directors' or shareholders' meetings, such as decisions on tax, legal, and financial matters.In California, Section 600(b) of the Corporations Code requires the shareholders of the corporation to hold an annual meeting to elect corporate directors. The forms constitute the bulk of those necessary for the day to day keeping of the corporate formalities in a California corporation. Enjoy our free minutes template for your corporation's first board of directors meeting. Like all our forms, this template is intended for individual use. Minutes are the official records of the proceedings of an organization (Corp. Code § 8320) and prima facie evidence of the board's actions. In California, all corporations must hold valid corporate meetings and keep corporate minutes in a minute book as a record of those meetings. Board meeting minutes record the board of directors' actions and decisions.