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What Are Meeting Minutes?
Meeting minutes are notes, usually taken by the Secretary to the board, that record what was discussed at a corporate board meeting. These notes, sometimes abbreviated to “MoM”, will detail who attended the meeting, issues that were discussed, motions proposed, and any votes taken.
If a member did not attend the board meeting, they can refer to the meeting notes to find out any important information they may have missed.
Most state business laws require that corporations keep meeting minutes as a part of corporate governance .
Click here to read more about the definition of meeting minutes.
When Do You Need Meeting Minutes?
Both S Corps and C Corps are subject to state laws that govern corporations. Most states require that corporations hold an annual meeting and require meeting minutes to be kept. It is not required to file meeting minutes with the state, but a corporation should keep an organized record of meeting minutes.
Even if your state doesn’t require meeting minutes, it is good business practice to keep meeting minutes anyway. Meeting minutes provide legal protection for corporations because they are a written record of all actions taken by members at a meeting. In addition, the IRS may request minutes during and audit.
Records of minutes should be kept for at least seven years. Meeting minutes also need to be available upon request to all members of the corporation.
To read more about S Corps and corporate compliance, check out this article.
Purpose of Meeting Minutes
Meeting minutes are used to capture important details in a corporate meeting. Some examples of events that should be recorded in meeting minutes are:
- Who attended the meeting
- Any decisions made through motions or votes
- Plans for next steps on these decisions
Any member of the corporation can request a copy of the meeting minutes which is a good way to catch up on any missed meetings. Boards will often refer to past meeting minutes to make future decisions about how to move forward with decisions or new projects.
How To Write Meeting Minutes
There are many ways to write meeting minutes, but they should always be in a professional format and include key information. No matter how meeting minutes are written they should always include the following:
- Date and time of the meeting
- Who attended the meeting and who was absent
- The acceptance or corrections to the previous meeting’s minutes
- Each agenda item with decisions made or next steps to be taken
To record meeting minutes accurately and easily at a corporate meeting, consider following these five steps:
Step 1: Plan and Outline- The secretary or whoever will be recording minutes should meet with the chairperson before the meeting begins to decide on an agenda for the meeting. This will allow the person recording minutes to prepare an outline with each agenda item in the order it will be discussed. This will keep meeting minutes organized and easy to record.
Step 2: Record Taking at the Meeting- During the meeting, the recorder will be taking notes. It is important to take detailed notes for each agenda item. These notes will include:
- Decision made
- Actions taken or agreed to be taken
- Next steps moving forward
- Voting outcomes including who made the motion and how each member voted
- Any motions that were rejected
- Items to be held over
- New business
- The date and time of the next meeting
It is important to ask for clarification if necessary to ensure that the notes are accurate.
Some meeting minute recorders opt to actually record the meeting so they can go back and refer to the recording while writing up the official meeting minutes.
Step 3: Writing the Minutes- Using the detailed notes, the recorder will then write the final draft the meeting minutes. The recorder should do this as soon as possible while the meeting is still fresh in their memory. Many corporations use a standard meeting minute template that includes the following information:
- Opening- Meeting title, location, time, and date
- Present members- Include full names and title
- Absent members- Include full names and title
- Approval of the agenda- Should indicate if the agenda was approved and distributed
- Approval of previous minutes- Should indicate if the previous minutes were approved and distributed
- Business from previous meeting- Summary of the business that was discussed in the previous meeting
- New business- Summary of each agenda item discussed at the current meeting. This should include a description of the action, rational behind the decision, and major arguments for or against the action
- Additions to the agenda- Any additional motions that were not listed on the meeting agenda
- Agenda for next meeting- Topics to be discussed at the next meeting
- Adjournment- Time the meeting ended and the date and time of the next meeting
Step 4: Submission and Approval- The meeting minutes must include the name of the person who submitted the minutes and the name of the person who approved the minutes. The chairperson usually reviews and approves the minutes for circulation.
Step 5: Distribution of Meeting Minutes- It is usually the responsibility of the secretary to distribute the meeting minutes to the members. Many corporations have opted to use cloud-based platforms like Google Docs or OneNote. These programs keep minutes organized and easily accessible to members.
For more information and tips about writing meeting minutes, read this article.
Image via Pexels by fauxel
Key Terms to Include and Understand in Meeting Minutes
If you are recording meeting minutes, you will want to know and understand these key terms often used in corporate meetings.
- Agenda- The general plan for the meeting, usually a list of items that will be discussed
- Amendment- A modification to a motion, does not replace a motion, just added to it
- Apologies- Notification that a member cannot attend the meeting
- Business Arising- Discussions that were recorded in the minutes of a previous meeting
- Chair or Chairperson- The person who runs the meeting
- Consensus- Coming to a decision as a group without taking a vote
- Constitution- The governing document of the corporation
- General Business- Main objectives discussed at the meeting
- Minutes- Formal written record of the meeting
- Motion- A proposed action brought up in a meeting for discussion and voting upon
- Mover- The person who proposes a motion
- Other Business- Opportunity in a meeting for members to bring up additional issues not on the agenda
- Point of Order- A formal complaint against a speaker at a meeting
- Procedural Motion- Motion to change the timing of events at meeting
- Quorum- Minimum number of members required to be at a meeting
- Seconder- Supporter of the mover of a motion
- Standing Orders- Rules that dictate how a meeting is run
Who Needs to Keep Meeting Minutes?
Almost every state requires corporations to keep meeting minutes along with records of other important documents. The only states that do not require meeting minutes are Delaware, Kansas, Nevada, North Dakota, and Oklahoma.
Recording of the meeting minutes is usually the job of the secretary of the corporation. The person who takes the meeting minutes can also be called the scribe, recorder, or notetaker.
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I joined Enterprise Law Group, LLP as an Associate in March 2020. My practice has involved a wide range of legal matters from commercial real estate, finance and international business transactions to litigation matters including commercial disputes, personal injury and medical malpractice. Proficient in Spanish, I graduated from the University of Kentucky College of Law, the Patterson School of Diplomacy and International Commerce, and the University of Southern California. Prior to my legal career, I sought diverse professional experiences. After graduating from college, I orchestrated my own volunteering experience in southern Peru with a small non-profit organization. Later I gained valuable professional experience as part of a U.S. Senate campaign, and after that I joined the public policy team at Greater Louisville, Inc., Louisville's Chamber of Commerce affiliate. Prior to law school, I embarked on a month long excursion with the Northern Outdoor Leadership School in Alaska, which gave me a new found appreciation for sustainability.
Agnes Mombrun Geter is the Founder and Managing Attorney of Mombrun Law, PLLC. She is an experienced attorney and is a member of the Florida Bar, New Jersey Bar, and the Pennsylvania Bar. The firm's practice focuses on Estate Planning, Business Law, and Debt Settlement including IRS Debt Relief. The firm's goal is to simplify the law and provide clients with the confidence and information necessary to make their decisions. The firm also provides project-based legal services to other attorneys and law firms, along with assisting as personal counsel and local counsel on legal matters.
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