Meeting Minutes Corporate Sample With No Response In Alameda
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FAQ
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.”
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.
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).
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.
Until the meeting minutes are approved, they are not considered an official record of the meeting. Approval is a critical step that cannot be missed. The corporate secretary's approved version of the minutes is considered to be the official record.
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.”
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.
When the corporation holds a meeting of the shareholders, or directors (as the case may be), the corporation must prepare either (1) minutes of the meeting, or (2) Actions by Unanimous Written Consent and have the minutes (consents) signed by all of the corporation's shareholders, or directors (as the case may be).
6.2 Minutes of a General Meeting should be signed and dated by the Chairman of the meeting or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Meeting.
Distribute meeting minutes Ideally, minutes should be circulated to board members for review and approval within a reasonable timeframe, such as before the next scheduled meeting. Some boards choose to distribute their finalized board meeting minutes via email or hard copy.