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 should be prepared and distributed in a timely manner after each board meeting. Ideally, minutes should be circulated to board members for review and approval within a reasonable timeframe, such as before the next scheduled meeting.
Instead, board minutes, or portions of board minutes, can be privileged under US law when they capture legal advice rendered either by in-house lawyers or external lawyers or discussions of ongoing litigation. Board participants should be aware of the potential for a waiver of the privilege.
There is no general requirement that board minutes be public – though some countries have laws that they must be available to members. However, not-for-profit organisations earn trust by being open about how they handle the public trust that has been granted to them.
Board minutes often contain information that is subject to the attorney-client privilege and that directors may prefer to keep confidential. However, most jurisdictions allow stockholders to inspect corporate books and records, including board minutes.
Board minutes often contain information that is subject to the attorney-client privilege and that directors may prefer to keep confidential. However, most jurisdictions allow stockholders to inspect corporate books and records, including board minutes.
An emergency meeting of the board of directors may be called to discuss business or take action that cannot be delayed for the forty-eight hours required for notice. At any emergency meeting called by the board of directors, the board of directors may act only on emergency matters.
Finalized board meeting minutes must be distributed to all directors and shareholders, regardless of their attendance at the meeting. The board chairman must approve the minutes before distribution, ensuring the document reflects an accurate and concise record of the meeting.
Minutes of general meetings are usually made available to all members and, in the case of a charitable company, they must be. The following terms are frequently used in minutes. It is important that they are used consistently, and everyone involved understands their meaning.
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.