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.
Federal and state-level laws, as well as a company's incorporation documents, require public and private corporations—including C-corps—to have boards of directors (BoDs). Companies that are formed as LLCs (limited liability companies) do not have the same requirements, although some still choose to assemble a board.
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).
Members of organizations are entitled to obtain certain records like financial reports and meeting minutes. More importantly, board directors have legal and fiduciary duties, so it's important to have a record of the actions that the board took during meetings.
The board should assume the minutes are confidential and, in most cases, they will remain so. They should also realise that, sooner or later, the minutes may be available as part of a legal case. In short, they should include everything necessary to show that the directors are doing their duty.
Understand who can access minutes: In many cases, meeting minutes are considered public records, which means others can view them. Make sure you understand who can view the meeting notes, and keep that audience in mind when deciding what information to include.
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.
As a member of the company, you may ask the company in writing for a copy of the minutes of a meeting of members, or an extract of the minutes, or the minutes of any resolution passed by members without a meeting.
Simple Rule 1: A member of a group has a right to examine the minutes of that group. Plain and simple, Robert's Rules says that the secretary of an organization has to (1) keep minutes and (2) make them available to members that ask for them.
They are legally required to include these details: Date, time, and location of the meeting. Record of notice of board meeting provision and acknowledgment. Names of attendees and absentees, including guests. Approval of previous meeting minutes.
What to include Meeting date, time and location. Names of the committee or other group holding the meeting, the Chair and Secretary. List of those present, including guests in attendance, and any recorded regrets/absences. A record of formal motions and outcomes.