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.
Consequences of inaccurate meeting minutes Those flaws aren't just an inconvenience. At best, they impede board members' and shareholders' ability to understand what occurred during the meeting. At worst, they can expose the board to costly legal action.
If any changes or corrections are offered to the minutes, a motion must be made, seconded, and passed with a vote. They must provide the exact wording for their suggestion. If a member does not approve of the proposed correction, they can make a motion to amend the minutes with an alternative correction.
The minutes must include the name of the attendees at the meeting, the time and day of the meeting, as well as the focus and decisions made at the meeting. The minutes must record what happened at the meeting, even if nothing of importance occurred.
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.”
I think a solution could be to call a special meeting to approve the minutes and hear the tape, or provide time for the clerk to improve the minutes, or, approve the past meeting minutes, and then at the current meeting, rescind the incorrect motion and replace with the correct motion.
I think a solution could be to call a special meeting to approve the minutes and hear the tape, or provide time for the clerk to improve the minutes, or, approve the past meeting minutes, and then at the current meeting, rescind the incorrect motion and replace with the correct motion.
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.
There are no hard and fast rules for what to include in meeting minutes. Robert's Rules of Order rules for meeting minutes recommends focusing on what's done in the meeting — not who says what — but many boards don't follow those rules, and they aren't a comprehensive guide.
Note that minutes of meetings and accompanying documentation can be requested under FIPPA, and with few exceptions, access to these records may be granted. Therefore, in creating your minutes be mindful that they may be made accessible beyond the original audience.
California professional corporations must file an annual Statement of Information, hold annual shareholder and director meetings, document meeting minutes, maintain accurate records, and ensure they comply with all applicable state regulations.