The Importance of Corporate Meeting Notices and Minutes
Under state laws, corporations must hold at least one valid corporate meeting per year. Meeting notices and meeting minutes are required under the law to prove the validity of the meeting. Complying with these rules helps ensure the limited liability protection of a corporation.
These procedures are not only legally required; they also provide the right tools for a corporation to schedule and efficiently record meetings. By thoroughly documenting meetings, discussions can be easily referred to, and disputes can be quickly resolved.
Meeting notices are invitations for all voting members to attend, as well as a disclosure of proposals and other items of business that will be addressed.
- Be delivered to the appropriate participants and include all of the important details of the meeting (such as when, where, agenda, etc.).
- Include all voting members. If it is a public company, the public needs to be informed.
- Include the items of business, such as any proposals to amend or any laws to adopt or rescind.
- Give advance notice to adjust schedules. Most states require at least 48 hours’ advance notice, except in the case of an emergency.
- Be conspicuously posted where members will be able to reasonably view the notice at any time.
- Be delivered in one of the following acceptable forms: as an announcement at a regular meeting, as a fixed rule in the bylaws (which sets a regular meeting time and place) or a distributed/mailed written notice. A written notice is the most common. Note that notices should not be in the form of email because everyone may not have adequate access to email on a regular basis.
Please check your state laws for additional requirements for notices.
Meeting minutes are records that document the official time of a corporate meeting and the information covered during the meeting.
The official meeting minutes should include:
- When it occurred, including the date of the meeting and the exact time it began and ended
- Where the meeting took place
- Who was present
- Approval of previous meeting minutes
- Information covered during the meeting
- Action items and discussions
- Votes (including an exact count), resolutions and any follow-up needed
- Decisions made regarding proposals
Importance of Meeting Notices and Minutes
Corporate meeting notices and formal minutes are required by state laws and corporate bylaws. Corporations are accountable for yearly meetings; notices and minutes are required to legally validate the meetings.
Minutes give a permanent record of board decisions and provide an official proof of actions taken and thus are vital in resolving disputes. By referring to the minutes, disputes and legal issues can be resolved and/or prevented because discussions and resolutions have been thoroughly documented.
Meeting minutes are also important when applying for a loan or making a large purchase, such as a real estate investment. In these cases you will often be asked to provide a copy of the meeting minutes that show the resolutions that approve of these actions.