Form with which the board of directors of a corporation records the contents of its first meeting.
Form with which the board of directors of a corporation records the contents of its first meeting.
You're not required to file meeting minutes with the state, but you should maintain them in a secure location along with your other important documents, such as articles of incorporation. It's a good idea to keep minutes for seven years in the event of an audit.
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.”
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.”
S Corps are legally required to keep accurate and up-to-date meeting minutes to document their business activities. This is a legal requirement for all C corporations and S corporations in California.
Robert's Rules (Section -16) state that “the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.” Minutes are not transcripts of meetings; rather, the document contains a record of actions taken by the body, organized by the meeting's order of business (agenda).
Corporate meeting minutes typically include: The meeting's date, time and location. A list of attendees and absentees, including any present board members or officers. Agenda items. Summaries of all discussion points. Details of all activities completed or agreed upon. Results of any votes or motions.
State-level requirements: In most states, minutes are required for all corporate meetings, including board meetings. Corporate boards must know, understand and abide by their state laws regarding meeting minutes. It's part of their fiduciary duties; not knowing the law doesn't excuse them from following it.
This document needs to be signed by: or another person who is authorized to take minutes and/or record official corporate action. There is no requirement that the signature be witnessed or notarized.
What to include in meeting minutes Why the meeting happened. First and last names of attendees. The date and time of the meeting. Projects assigned during the meeting and their deadlines. Decisions employees and leadership made during the meeting. Any corrections to previous meeting minutes. Motions that passed or failed.