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.
Board meeting minutes are the official and legal records that capture essential details about meeting participants, discussions, and outcomes. While “minutes” may suggest the focus on capturing every second, the real objective is to distill the most important information for effective governance.
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).
Meeting minutes are legally binding documents. Minutes are the only means the board has of providing proof of decisions made in the board room, and that those decision comply with the corporation's bylaws, as well as state and federal law.
The minutes of the previous meeting should be approved during the current meeting. Bowie recommends that the minutes of the previous meeting be distributed electronically, or by mail, as soon after the meeting as possible so that members have plenty of time to review and make corrections if necessary.
Each member should then review and comment on a draft of the minutes after the meeting. Once the final version of the minutes is approved and officially signed by the secretary of the meeting, management should refrain from making further changes to the minutes.
(1) Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept ...
Legal protection: Auditors, courts and the IRS consider meeting minutes official records of the actions of an organization and its board. Documented proof of what happened at a meeting can be critical.