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Be Careful When Drafting And Approving Corporate Minutes


When your company has meetings, you may already know that you need to take minutes of the meetings. Minutes are written recordings of what happens in your meetings, and while there is no official way to do them correctly or incorrectly, there definitely are things to keep in mind when taking corporate minutes.

Be Careful What You Include

The first thing to remember about corporate minutes is that you should consider them public record. No, they aren’t officially filed in any government office, and there is no requirement that you post them anywhere—but any member of a corporation can request copies of minutes, and often, when your company is in a lawsuit, the other side may request copies of your minutes.

You cannot legally edit your minutes to include or exclude things if they weren’t actually said, if you are concerned that something said in a meeting, and recorded in your minutes, may make you look bad, or subject you to liability. However, minutes aren’t your company’s official position—they simply memorialize who said what, what votes were taken, and what happened at your meetings.

Be Vague But Specific Enough

You don’t always have to note who said what, or who voted a certain way. So long as the topic is included, what was discussed, and how any votes ended up, your minutes are sufficient. The only exception is where there is a conflict of interest, where you may want to note who voted how, to demonstrate that nobody voted who shouldn’t be voting on a given topic.

You do not have to directly quote people; this isn’t a direct transcription. In fact, directly saying that Board Member A said X, Y and Z, may make members shy about voicing their opinion.

Where possible, try to be broad, but specific enough that you can identify what was said and decided, and what topics were addressed. Summarizing people’s arguments, points or positions, without identifying them by name, will suffice.

Check for context; imagine that it is 30 years in the future, and nobody remembers what was said at the meeting. Do your minutes, read on their own, accurately reflect what was discussed at your meeting? If not, you may need more detail.

Be Careful of Privileges

You can reference any documents that were handed out or reviewed by your members or your board, but do not attach the documents to your minutes, as those documents may be privileged.

If you are discussing anything that is legally privileged—such as, something related to a trade secret, or something your company said to its corporate attorney—make sure that the minutes notate that a confidential discussion was had, and that they note the general topic, but they do not disclose any information that is supposed to be confidential and privileged.

Call the West Palm Beach commercial litigation attorneys at Pike & Lustig today for help with your business or corporate law questions, or with any business related legal issues you may have.

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