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.
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 deciding whether to offer financing to the LLC or for potential investors that want a transparent view of the company.
Companies may have many different types of meetings. Generally, the following are the most common meetings:
Companies may have meetings for people holding many different titles. The following are the most common meeting participants:
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). Lastly, include the names of all participants eligible to vote who were not present at the meeting and not represented by a third party.
This is often a company's headquarters, one of the executives' main operational offices, or a hotel conference center for large organizations.
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 participants with the phone number and any access code needed. 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 all participants with the link or any access information.
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 that the meeting proceeds according to rules and regulations and that all the agenda points are addressed.
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 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 proceed 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.
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 that 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.
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.
Before amending a corporate document, be sure to check the language as to any requirements that must be met for amendment. Specify which document will be amended—such as the company bylaws, charter, shareholder agreement, or operating agreement—and note the section being changed.
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.
Each year, the prior year’s budget should be reviewed and a resolution must be passed approving the upcoming estimated annual budget. Attach the approved budget to the resolution filed in the company records.
In order to borrow funds, banks normally require that the company formally authorize the loan. This is typically accomplished by a resolution permitting borrowing upon specific amounts and collateral limits.
This resolution should be used when the company decides to commence a lawsuit against someone who has violated the company’s rights or to defend against a lawsuit filed against the company. Include a description of the lawsuit and the parties involved. This resolution will also empower the President or CEO to settle the dispute outside of court.
Declare a distribution by specifying the type of distribution, the amount, and the share classes impacted. Also enter the “record date,” which is the cut-off date used to determine the shareholders eligible to receive the distribution.
Use this resolution to hire employees and structure the terms of employment offers. Officers will be prohibited from hiring an employee for more pay than the dollar limit stated in the resolution. An employee will be entitled to the standard benefits that other employees receive unless stated otherwise in the resolution.
Use this resolution to make big purchases. Lenders and others often want to see that such purchases have been explicitly authorized by the company. Attach the lease or purchase agreement, if available, to the resolution filed in the company records.
Authorize the officers to negotiate a specific contract using this resolution. You can also specify any terms or conditions that must be met in order to reach an agreement. This resolution is usually reserved for longer-term contracts.
Use this resolution to verify to others that the company is authorized to pursue obtaining certain government licenses, permits, or other approvals.
A resolution authorizing opening a company bank account is often one of the first resolutions that a new company will need to pass. Normally, the Chief Financial Officer will be required to open an account at a reputable financial institution.
This resolution allows the decision-makers to authorize the pre-formation decisions made by the company’s 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.
This resolution is used to show that the company authorizes any major prior decisions made or acts taken by the board, officers, or others. Essentially, such acts are being retroactively ratified in order to show that the company is on board with what transpired.
Hire a specialist upon the terms and conditions stated in the resolution. This commonly includes lawyers, accountants, consultants, and other specialists.
Any major assets that the company wishes to sell should be included in this resolution. Also attach the sales agreement, if available.
This is used to formally authorize terminating an officer or employee or ending a contract or lease. You will also choose whether the termination should occur immediately or upon a certain date.
You may also add any additional resolutions passed by the company.
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.
Enter any announcements—unrelated to the resolutions adopted—that were made at the meeting.
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.
When completing your meeting minutes, you will need to include some specific information. This includes the names of meeting officers and participants, the meeting location, and the resolutions passed. You may also include any objections raised, the details regarding the next meeting, and any other announcements.
Use the information from Step 1 to create your meeting minutes within the LegalNature form wizard. Our step-by-step guidance will provide you with helpful details and tips to tailor the document to your company’s needs. The questions asked will dynamically change based on how you answer.
Once completed, read through the entire document to ensure it is free of errors. Note that you can make changes to the text by downloading the .docx version of the document and opening it in a text editor such as Microsoft Word or Google Docs.
The company secretary can then provide copies of the minutes to the meeting participants for their review and comments. If the minutes are to everyone’s satisfaction, the secretary will then sign where indicated and store the minutes in the company record books. Each participant should receive a copy of the final minutes.
You must simultaneously complete a corporate resolution for resolutions passed at the meeting. This will formalize any decisions made at the meeting in writing, thereby authorizing management to act on them. While corporations are required to formalize their resolutions in writing, this is not required for LLCs. However, LLCs still commonly use resolutions in order to prevent disputes between members or managers and to be able to show regulators how important decisions were passed.
Once you complete your first meeting minutes with LegalNature, recreating the document for future meetings is a breeze. LegalNature makes this process easy by saving your answers to your original meeting minutes within the questionnaire. Then it is just a matter of updating your answers to a few relevant questions and you will be good to go.