Should Your Business Maintain Minutes of Meetings?

By Claudia Pollak, Esq., Updated October 19, 2020

Corporate MinutesRegardless of the size of the business, companies must observe all of the required corporate formalities. Meeting minutes document the decisions made by the company’s governing board and help to preserve the “corporate veil” in the event of a lawsuit. If corporate formalities are not observed, the business’s owners’ personal assets may be at risk.

One such formality is the maintenance of a corporate record book containing minutes of meetings conducted in accordance with the company’s governing documents, such as the bylaws or operating agreement. Every major decision that affects the business should be approved and ratified by a resolution of the governing board contained in the corporate records. Even in a one-person company, resolutions should be drafted, signed, and maintained with the corporate records.

There is no specific required format for meeting minutes, but the document should include any important decisions made regarding the company, its policies, and operations. Minutes should include, at a minimum:

  • Date, time, and location of the meeting
  • Names of all officers, directors, and others in attendance
  • Brief description of issues discussed and actions taken
  • Record of votes taken, including whether the vote was unanimous and whether anyone abstained from voting
  • Vote and approval of the prior meeting’s minutes

How do you know whether a decision should be documented in the meeting minutes? Generally, if a transaction is within the scope of the company’s ordinary course of business, it need not be addressed in the minutes. On the other hand, major decisions should be documented in the minutes, such as:

  • Significant contracts
  • Leases
  • Loans
  • Reorganizations and mergers
  • Employee benefit plans
  • Elections of directors or officers
By |2020-10-19T22:50:53+00:00February 24, 2015|Business Law|
westchester county employment lawyer

Claudia Pollak

Claudia Pollak, Esq. is an experienced Westchester and NYC-based employment lawyer representing employees facing discrimination, retaliation or wrongful termination because of their race, disability, pregnancy, sexual orientation, gender, or other protected characteristic. She also advises on executive severance agreements and restrictive covenants. Call her at 914-LAW-9111 (914-529-9111) for a free consultation.

Employment Discrimination

Employment Discrimination

Employees in Westchester County and other parts of New York state are protected from discrimination in employment based on a number of personal characteristics.

Learn More

Sexual Harassment

Sexual Harassment

Sexual harassment at the workplace has always existed, but the #metoo movement has brought this ugly secret out into the glaring light of day.

Learn More

Disability Discrimination

Disability Discrimination

Being disabled can impact individuals in several important ways. For a great many Americans, however, it does not prevent them from working.

Learn More

Family Medical Leave Act

Family Medical Leave Act

Many employees in the state of New York are eligible for paid leave under New York’s short-term disability law and paid family leave law.

Learn More

Gender Discrimination

Gender Discrimination

There are many types of gender discrimination occurring in the workplace, including discrimination based on sexual orientation, pregnancy, or transgender or non-binary status.

Learn More

Hostile Work Environment

Hostile Work Environment

Some of our most vulnerable populations are experiencing increasingly stressful employment situations. In fact, many workers in America (up to 1 in 5) feel they work in a hostile or abusive work environment.

Learn More

Racial Discrimination

Racial Discrimination

While many businesses have openly acknowledged the problems of discrimination and inequity facing black workers in America as a result of the Black Lives Matter movement, racial discrimination still regularly occurs in the workplace.

Learn More

Severance Agreements

Severance Agreements

Whether your position is being eliminated in corporate downsizing, or you are getting laid off or fired for another reason, at some point in your life you may find yourself reviewing a severance agreement.

Learn More

Pregnancy Discrimination

Pregnancy Discrimination

The last thing you need when you’re starting a family – or growing one – is financial uncertainty or the stress and anxiety that comes from becoming the target of discriminatory treatment at work because of your pregnancy.

Learn More

New York Equal Pay Law

New York Equal Pay Law

New York Labor Law §194, requires that employees of a particular establishment be paid a wage that is equivalent to the wages paid to employees of the opposite sex, or of a different race or sexual orientation, or who are members of any other class of employees.

Learn More

GLOWING CLIENT REVIEWS

I consider myself fortunate to have been introduced to Claudia, who performed flawlessly on my behalf in extremely difficult and trying conditions. As a senior level executive, my expectations for professionalism and service delivery are high and I can honestly say that Claudia went far above and beyond my expectations to represent my best interests. She is tenacious and fights for her clients rather than pursuing the path of least resistance. Her case preparation was extremely thorough and diligent. When combined with her experience and high level of competence in employment law, she is a formidable adversary to any employer, large or small, who exercises digressions in employment tactics. It is without reservation that I recommend Claudia’s services to handle any employment matter, large or small, that requires legal finesse.

Richard Hayes

She puts the needs of her clients first.

Amanda Moody

Claudia knows the law and she explained to me every step of the way what she was doing and why… I slept very well at night knowing that she was on my side.

Steven Katz

Very knowledgeable lawyer…

Thomas Sauer

Smart, knowledgeable and accessible.

Gregory Fennell

TESTIMONIALS

Smart, knowledgeable and accessible. Claudia has expertly represented me since 2014 with several successful contracts negotiations.
Very knowledgable lawyer, very commendable.
She puts the needs of her clients first.
I wish I could give her a million stars.

LATEST NEWS & EVENTS

Contact Claudia for a Free Consultation!

Please contact us online for a free consultation.
Book a Free Consultation
Go to Top