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Annual Minutes, Meeting Minutes, & Corporate Records



Why Annual Minutes are Essential to Corporate Health

Annual minutes are the documented record of an annual meeting of a company, corporation, or any other entity. Minutes of a meeting typically document the events of a meeting, beginning with the names and addresses of attendees, a report of the subject matters considered by the members, and replies or conclusions for the concerns raised.

Annual meeting minutes are supposed to be for quick reference, and therefore, it is a terse summary of all the discussions that happened in the meeting. Minutes of a meeting, especially board minutes (those including the board of directors), may contain a decision regarding a corporate resolution and should be duly filed and kept in a minutes book.

Public hearings and governmental hearings are recorded by following prescribed meeting minutes rules. In most circumstances, the speaker's words are recorded word by word, or with a very little paraphrasing, including all the speaker's comments. Such minutes making usually happens in public meetings addressing a particular issue. The law requires corporate entities to keep minutes of the proceedings of general meetings, meetings of board of directors, and meetings of committee of the board of directors.

Generally, minutes of a meeting are prepared by a typist or secretary who is an expert in shorthand notation. Sometimes, the meeting may be audio recorded and minutes will be prepared later by an assigned secretary. The minutes begin with the name of the entity holding the meeting, the venue, and the date and time. It is not necessary that corporate minutes be written in a chronological order as in the meeting agenda. The secretary or preparer of minutes can use his/her discretion in preparing the minutes in an orderly fashion. Attendees may be assigned initials (e.g. HP for Helen Parker) and these initials may be used in the body of the minutes. Minutes are primarily used to record the decisions made in a meeting, and therefore, all official decisions must be included. A proposed formal motion, whether seconded, passed, or not, should be duly recorded. Minutes will also include the voting tally. The voting tally record may also include requests by participants to note their votes by name. In case a roll call vote happens, then all of the individual votes shall be recorded by name. Click here for an annual meeting minutes sample.

The preparer of minutes will include the status of issues such as presentation of a report, discussion of a legal issue, or consideration of a particular aspect of an issue. The minutes may be ended with a note of the adjournment time. The prepared meeting minutes are submitted to a committee for approval.

The law requires a corporation to hold a shareholders meeting every year. All of the meeting minutes are recorded in the minute book. Corporations should keep a record of annual meetings in order to stay protected from lawsuits and IRS audits. Click here for a meeting minutes template.