It’s important for your company to keep proper corporate records, for a variety of reasons. Your minute books will contain important stockholder information, the company’s charter documents, and records of stockholder and director actions. The accuracy and completeness of this documentation can prove critical in a number of situations, including applying for a license or business loan, selling your business, or defending the company in a legal action. Maintaining proper stockholder and board meeting minutes is a vital part of the recordkeeping process.
This article will walk you through the basics of how to prepare minutes for meetings of the board of directors and tell you what information to include in them. Note that the minutes should be prepared as soon as possible following the meeting, while memories of the proceedings are still fresh.
Your meeting minutes should begin by simply describing the type of meeting (whether it’s an annual, regular, or special meeting) and specifying whether it’s a meeting of the board of directors or a board committee (if applicable, name the committee). Clearly state the name of the company and indicate the date and location of the meeting.
List each individual person who attended the meeting. Begin with the members of the board, and specify the board chairman (if there is one). Next, list all the attendees who aren’t members of the board, and state their position or relevance to the matters to be discussed. Also name any board members missing from the meeting, as well as any other notable absentees.
State the name of the person who opened and presided over the meeting, whether it be the chairman or another meeting leader. Specifically indicate the starting time of the proceedings, including the relevant time zone.
The business laws of your state or your corporation’s bylaws will designate the number of directors necessary to constitute a quorum for conducting business at a meeting (see What Should I Include in My Corporation’s Bylaws?). The minutes should confirm that the required quorum was present.
Note that before discussing new business at any board meeting, either the secretary or other responsible record keeper should read aloud the final version of the minutes of the last board meeting and make a motion for their approval. The minutes should indicate that the directors have ratified the prior meeting minutes.
If the board prepared an agenda for the meeting, include that agenda in the meeting minutes as a roadmap for the remainder of the document. Also, either specifically describe, or attach copies of, any materials that were reviewed and discussed during the meeting. Then, detail the topics covered and the results of any director votes on those issues. These details should be based on the notes that the secretary (or other record keeper) took during the meeting, whether by hand, computer, or other means.
To the degree possible, the meeting minutes should separately and chronologically describe the discussion that took place regarding each agenda item, followed by how the directors voted on the issue. The results of the vote taken should be reflected as resolutions. Here is a sample format for the description of a vote that was decided unanimously:
“The first item on the Agenda was [_____________________]. After extensive discussion, and upon motion duly made and seconded, it was unanimously
RESOLVED: that [description of board action taken].”
Corporate record keepers have varying styles for describing director votes. Your secretary (or other record keeper) should pick one effective style and use it consistently throughout all meeting minutes prepared in the future. To learn more about corporate recordkeeping, and to obtain blank minutes and resolutions forms, see Nolo’s The Corporate Records Handbook.
Following the descriptions of each topic considered and the respective board actions, the minutes can then describe any open issues that were covered during the meeting, but were tabled for future discussion.
At the end of the minutes, describe the circumstances of the meeting’s conclusion (for example, upon a motion by the chair). The meeting minutes should close with the time of adjournment and the signature of the secretary or other authorized officer. Note that following the preparation of the initial draft of the minutes, the secretary should distribute the same to the entire board for their review prior to the next subsequent meeting of the board or relevant committee.
For additional guidance on keeping corporate minutes, you can also see Nolo's article Documenting Corporate Decisions.