Simple Steps to Craft Perfect Minutes

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There are actually two types of Minutes. One is the standard formal Minutes that we’ve been talking about for a few days. The other is a less formal version, called Consent Resolutions. Consent Resolutions are a little simpler to prepare, but one or the other isn’t always better.

Consent Resolutions are prepared when you don’t hold a meeting. That can only happen if everyone agrees on both the actions or decisions to be made, as well as the decision not to hold a meeting. The Resolutions are very straightforward, setting out what has been agreed to, and what needs to happen to put the decision into action. Everyone must sign the Resolutions, otherwise they may not be legal under state law. Plus, having all those signatures is handy if there’s a problem down the road. It’s hard for someone to claim business actions were being taken without their knowledge when there’s a signature on a set of Resolutions contradicting that statement.

In a situation where there is disagreement, some voting for and some voting against various items, Minutes are needed instead, because they provide a more complete picture. You have the room to note who objected, who abstained, what was discussed, and so on.

Minutes can be signed by everyone, but they don’t have to be. It would be pretty impractical, really, in the case of a large corporation with hundreds or thousands of shareholders. Common practice is to have Minutes prepared by the Meeting Secretary and counter-signed by the Meeting Chairman.

Setting up Perfect Minutes

There is no single must-have format for Minutes or Consent Resolutions. Certain things need to be present, but after that it is entirely up to you. Here’s what you must include:

  • Name of the Company
  • Type of Meeting – is it a regular meeting, an annual meeting or a special meeting?
  • Who is meeting? Directors, Officers, Managers, Members, etc.?
  • Date of the Meeting – this is critical
  • Name(s) of people in attendance
  • What was discussed, and
  • What was agreed upon
  • Appropriate signature lines, depending on who’s signing the document

How much detail you note about each event is up to you. But certainly cover the basic terms (who, what, when, where, why, how and how much). For an equipment lease or purchase, for example, you would want to note:

  • Date of the agreement
  • Parties to the agreement
  • Description of equipment being leased or purchased
  • Length of the agreement
  • Payment terms, including interest
  • Down payment, if any
  • End of lease provisions (i.e., option to purchase or return to lessor)
  • Date the company takes possession of the equipment

If you were documenting the entry into an agreement with a professional advisor, the same ideas apply:

  • Date of the agreement
  • Name of the advisor
  • Description of services or advice being provided
  • Length of the agreement
  • Payment terms, including interest and in particular if any stock is being granted as all or part of the compensation being offered

I think it’s an excellent idea to reference a copy of any agreement being approved as an Exhibit to the Minutes, and attaching a copy. That’s a great way to help with your record-keeping, plus it keeps all of your critical agreements in a single place, for easy reference.

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