Meeting Minutes Help Guide

Meeting minutes capture the important details of what occurs at company meetings, including the participants, resolutions passed, and any objections. Here are some helpful tips to guide you through completing your meeting minutes.


Entity Types

Meeting minutes are required for certain meetings for both for-profit and nonprofit corporations. While not required for Limited Liability Companies (LLCs), they are helpful, for example, for banks considering providing financing to the LLC or for the LLC investors to obtain a transparent understanding of the company.

Meeting Type

Companies may have many different types of meetings. Generally, the following are the most common meetings:

  • Regular meetings are accounted for in the company bylaws or organizational documents and often held at regular intervals such as monthly or quarterly.
  • Annual meetings are often required by company documents and state law to be held once a year, such as shareholders' meetings.
  • Special meetings are identified as out of the ordinary course of the company's business and do not reoccur on a regular basis.
  • First meetings establish the fundamentals of incorporation or company formation.

Meeting Participants

Companies may have meetings for people holding many different titles. The following are the most common meeting participants:

  • Shareholders
  • Board of Directors
  • Members
  • Board of Managers

Guests may attend your company meeting for various reasons. Some are invited to observe the proceedings and others may be there to make a proposal for the company or present report findings. Add the names and purposes for the guests' presence.

You will also note whether attendees were present themselves or participated by proxy (represented by a third party). Last, include the names of all participants eligible to vote who were not present at the meeting and not represented by a third party.

Physical Meeting Location

This is often a company's headquarters, one of the executives' main operational offices, or a hotel conference center for large organizations.

Telephone or Video Conference Option

Participants may attend the meeting via phone or video conference if allowed by your company's formation documents. Additionally, the method of phone or video participation must afford such participants the same opportunity to speak, object, vote, and take any action required of them as if they were attending in person.

If the company decides to offer meeting participation by phone, it should set up a private phone line for the meeting time and supply the phone number and any access code needed to all participants. Likewise, if the company decides to offer meeting participation through video, it should set up a video conferencing link for the meeting time and supply the link or any access information to all participants.

Meeting Chairperson

At each meeting there should be a meeting chairperson who runs the meeting. The meeting chairperson gives order and direction to the meeting and makes sure the meeting proceeds according to rules and regulations and that all the agenda points are addressed.

Meeting Secretary

A meeting secretary is the person who records the important details of the meeting for the meeting minutes and signs the meeting minutes. The meeting secretary is also responsible for the meeting roll call among other administrative tasks during the meeting.

Notice

Notice for a meeting is generally given ahead of the meeting. If the notice is given in writing, it is important to remember that the notice should be attached to the meeting minutes and filed with the company records.

Where no notice was given, the meeting can still go forward if the meeting participants attend the meeting or if the participants sign a waiver of notice and consent. Even though attending meetings without objection during the meeting is often a sufficient waiver of notice, it is better for the company to document the attendee's waiver in writing with an official waiver of notice and consent. It is important to remember that all waivers of notice and consent must be attached to the meeting minutes and filed with the company records.

Include any objections from meeting participants about the notice. Objections are often about the way the notice was given (or not given). Add the name of the participant and their specific objections. By documenting dissent from eligible voters you are helping to protect the company—or the objector—from possible liability in the future.

Quorum

Corporate meetings require a minimum number of voting participants to be present in order to be valid. This is called "meeting quorum." To find out the required number of voting participants necessary to meet quorum, refer to your company formation documents.

Quorum requirements are most often contained in the bylaws, operating agreement, articles of incorporation, articles of organization, shareholder agreement, or other similar documents your company may have. Most common quorum thresholds are a majority or supermajority of the decision makers. However, your company may have established a lower or higher threshold.

Enter any objections from meeting participants about whether quorum was met at the meeting. Include the name of the objecting participant and their specific objections.

Resolution: Adopt Company Documents

A company's foundational documents are generally reviewed, discussed, approved, and adopted immediately at the first company meeting. New and amended corporate documents also need to be formally adopted at a meeting.

Resolution: Amend Company Documents

Before amending a corporate document, be sure to check the language as to any requirements that must be met for amendment. To make changes to the company bylaws, charter, shareholder agreement, or operating agreement, note the appropriate document to be amended and identify the specific section to be changed, replaced, or eliminated.

Resolution: Appointment of Directors/Officers/Managers

Use this resolution to appoint directors, officers, and managers to their respective positions within the company. These new appointments will begin immediately until their successors are elected, they resign voluntarily, or they are removed from the position by the company.

Resolution: Approve Annual Budget

One of the most common decisions that requires a resolution is the annual budget approval. Here, the decision-makers review the company's financials from the previous year and approve the estimated budget for the coming year. The approved budget plan should be attached to the resolution and filed with the company records.

Resolution: Borrow Capital

When borrowing capital, the banks frequently require proof that the company authorizes the loan. A resolution from the company stating consent to borrow capital with certain dollar and collateral limits will satisfy the bank that the company and their officers or representatives have the authority to engage the bank and request a loan.

Resolution: Commence or Defend a Lawsuit

This resolution authorizes the company officers to either start a new lawsuit against a third party that has wronged the company or defend an existing lawsuit from a third party alleging that the company committed certain wrongdoings. The resolution should include some general terms to reference the nature of the legal dispute and the parties involved. The resolution also gives the President or Chief Executive Officer the authority to reasonably settle the dispute.

Resolution: Declare Dividend Distribution

To declare a dividend distribution to its shareholders, the company only needs to provide the distribution type, dollar amount per share, and classes of shares affected by this resolution. The company should also establish a "record date," which is the cut-off date to determine the shareholders eligible to receive the dividend distribution.

Resolution: Hire an Employee

This resolution allows the company officers to engage in the hiring of a specific employee and set the parameters of the employment offer. The officers cannot hire an employee for more than the resolution's maximum dollar limit. The employee will receive whatever standard benefits are offered to other employees unless otherwise noted in this section.

Resolution: Lease or Purchase Certain Assets

For larger ticket items, a company and its financiers will often require the decision-makers to authorize the expenditure before the lease or purchase is made. This section identifies these leases or purchases in order to specifically authorize the officers to procure these items. Additionally, it is important to remember that the lease or purchase agreement, if available, should be attached to the resolution and filed with the company records.

Resolution: Negotiate a Contract

This resolution authorizes the company officers to enter into negotiations with a third party. A resolution is usually reserved for large or long-term contracts. It is not necessary for the officers to gain approval from the company decision-makers for smaller negotiations that the company may encounter on a daily basis.

Resolution: Obtain License or Government Approval

This resolution authorizes the company officers to pursue all licenses or government approvals that are specified here. It can also serve as verification to third parties that the company authorizes all actions relating to the procurement of these licenses and approvals.

Resolution: Open a Bank Account

Nearly every business will need a bank account, and this resolution concisely enables the company's Chief Financial Officer to authorize opening a bank account with a reputable bank for the company's sole use and benefit.

Resolution: Ratify Pre-Formation Acts

This resolution allows the decision-makers to authorize the pre-formation decisions made by the company incorporators, agents, or members. For example, this resolution would allow the shareholders to ratify acts taken by the incorporators to secure a lease for the company headquarters after careful consideration.

Resolution: Ratify Prior Acts

This resolution allows the decision-makers to authorize any prior acts or decisions made by people who report to the decision makers. For example, this resolution would allow the shareholders to ratify acts taken by the board of directors and any company officers after careful consideration of the directors' and officers' actions and decisions.

Resolution: Retain a Specialist

This resolution authorizes the company to hire a specialist at a reasonable market rate as approved by the Chief Financial Officer. These specialists may include accountants, attorneys, brokers, consultants, and more.

Resolution: Sell Business Equipment, a Vehicle, or Other Assets

This resolution identifies assets the company wishes to sell and the intended buyer. The sales agreement, if available, should be attached to the resolution and filed with the company records.

Resolution: Terminate a Specific Contract/Employee/Officer/Director/Lease

This resolution formally approves the termination of a specific contract, employee, officer, director, or lease. The termination may occur immediately or on a specified date.

Resolution: Other

You may also add any additional resolutions passed by the company.

Resolution Objections

Enter any objections to the resolutions passed during the meeting. Include the names of the objectors, the resolution that is being objected to, and the specific reason for the objection. As noted previously, the objection field in this meeting minutes allows the company to document dissent from eligible voting participants. This could shelter the company—or the objector—from legal liability in the future.

Announcements

Enter any announcements—unrelated to the resolutions adopted—that were made at the meeting.

Final Steps

You may distribute the meeting minutes as soon as possible to all attendees for their review and to get feedback. If no revisions are suggested, formalize the minutes and print and keep them in a company meeting binder. Distribute the final minutes to attendees and those absent. Alternatively, you can also distribute and revise the minutes at the next scheduled meeting.


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