Eight Principles for Taking Corporate Meeting Minutes
Maintaining consistent, quality minutes is a task easily overlooked in many companies. Corporate meeting minutes represent the definitive, record of the matters the board discussed or otherwise considered at its meetings. This record is critical evidence in evaluating the board’s decision-making process, which is far more important in terms of satisfying its fiduciary standard of care than the ultimate “rightness” or “wrongness” of the decision that we discussed in our last post . A corporate secretary is responsible for the organization and administration of a corporation’s board meetings, including drafting the minutes of the board meetings and keeping past records in an orderly way.
Meeting minutes drafted very close in time to the board meeting itself, are a strong defensive tool supporting care made in the “business judgement rule” (the “BJR”), assuming the minutes illustrate a carefully considered, reasoned, and appropriately supported consideration of an issue. The business judgment rule (the “BJR”) is a cornerstone of Delaware corporate law. The BJR, “is a presumption that in making a business decision, the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”
The timely drafting of minutes is key to their credibility, as time passes, the value of the minutes as an accurate and reliable record diminishes. Further, the secretary should obtain approval of the past meeting’s minutes from board members promptly thereafter.
Below is a short list of principles and concepts to consider in drafting quality minutes:
- Use detailed rather than broadly generalized statements:
- “The board discussed the contemplated private securities offering; in-house counsel gave a slide presentation.”
- “The board discussed the market conditions for a private offering of company shares and the proposed method of marketing the offering; in-house attorney ‘X’ provided a brief presentation on marketing restrictions imposed by federal securities law.”
- Include attendees at the meeting, including service providers and observers. Note when certain persons are or are not in the room and reflect participation by experts or service providers.
- Give general substance of discussions around a topic
- Give proper sense of length of time committed to discussion of various times.
- Name materials considered at various times to show what was used in connection with which discussions.
- Prepare draft minutes from notes taken at meeting as soon as possible after the meeting concludes. Review the minutes for errors or wording that could be taken out of context.
- Obtain sign off of each director with respect to the minutes as soon as possible.
- Be prepared:
- Have a sense of the agenda ahead of time,
- Given pace of discussions, take notes on preliminary issues when there is time, and
- Take down names and titles ahead of the meeting, etc.
For a template of meeting minutes, please use this link.
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