Corporate minutes: How are they different than board meeting minutes?
Corporate meeting minutes are similar to board meeting minutes. The main difference is that corporate meeting minutes are a record of meetings that are held by management rather than by the board. While the attendees are different, the process for taking meeting minutes is much the same for corporate meetings as it is for board meetings.
Various states have laws regarding which types of meetings require minute-taking. In most states, minutes are required for all corporate meetings, in addition to board meetings. It's important for corporate boards to know, understand and abide by their state laws regarding meeting minutes. It's part of their fiduciary duties, and not knowing the law doesn't excuse them from following it.
Corporate managers take minutes for the same reasons corporate boards do. It provides a legal record of the meeting members' actions and decisions. Members of management are extremely busy. It helps to streamline the process of taking meeting minutes as much as possible so that managers can focus on the more important aspects of their jobs.
Most corporations have managers at various levels of the company. Corporations usually have executive committee meetings that consist of the board, the CEO and possibly other managers as well. Corporations may also have meetings for C-suite members only. In addition, it's also common for department managers to have individual or combined meetings.
What Are Corporate Meeting Minutes?
Corporate meeting minutes are a record that's taken at formal meetings of managers of corporations. The minutes describe the actions and decisions that managers take at company meetings. A secretary or acting secretary usually takes the meeting minutes, but the task can be delegated to almost any capable individual.
Preparing for a Corporate Meeting
The preparation for a corporate meeting is much the same as the process for preparing for a corporate board meeting. The meeting leader should provide notice of the meeting to the proper parties. For example, all shareholders should be invited to a shareholder meeting and all board directors must be invited to board meetings. Corporate meetings are typically closed to the public.
The meeting leader should prepare an agenda for the meeting and add or attach any additional reports or other documentation well ahead of the meeting. The meeting leader should also include a copy of the prior meeting's minutes so that the group can approve them. Meeting leaders should request a sign-off for meeting members who aren't able to attend.
What to Include and Exclude in Corporate Meeting Minutes
Every official meeting should include certain, specific information. Meeting minutes should include the following at a minimum:
- Date the meeting took place
- The location of the meeting
- The time of the meeting
- Names of attendees
- Names of those absent
- If there was a quorum
- Who chaired the meeting
- The purpose and type of the meeting
- Agenda items
- A detailed account of who voted and how
- The time of adjournment
The minutes should also note if anyone arrived late to the meeting and if anyone left early.
It's not appropriate to include verbatim discussions or minute details of the meeting. The purpose of corporate meeting minutes is to document important actions and decisions by the managers.
How to Write Corporate Minutes
The minute-taker will need to be a good and active listener who can take good notes. The minute-taker should write the minutes as soon as possible after the meeting while the material is fresh in their mind.
Many secretaries and minute-takers prefer to use some type of template or minutes software to make the job easier. A template makes it easy to put the correct information into the correct slots, which makes finalizing the minutes easier later. It's also a good idea to make a copy of the final minutes document for safekeeping.
Minute-takers should be active listeners and pay close attention to speakers and the order of the agenda. It's important to write down key phrases. The minute-taker needs to be sure that the information is accurate. It's appropriate and expected for minute-takers to interrupt the discussion for clarification if necessary.
For meetings in which discussions are lengthy and dissension is strong, the minute-taker should just jot down who agreed with or disagreed with the main points of the discussion. They should include a simple explanation of why a particular item is on the agenda, as appropriate. If the meeting has supplemental documents, the minute-taker should attach a copy of them to the agenda packet. Written minutes will suffice, but digital minutes are recommended for ease of use and efficiency.
The minute-taker should record all votes and abstentions. Resolutions usually pass without objection, so they should just note the dissenters. The minutes should state the time of adjournment and who adjourned the meeting. Meeting minutes should follow the established state laws and any corporate policies.
To make the minutes official, the board usually approves them, as they're an official and legal record of corporate meetings. The board should get the board to approve the meeting minutes as soon as practicable after the meeting and they should keep the full disclosures of the shareholders in mind.
What to Do With Meeting Minutes
Corporate board meeting minutes usually need to be approved by the secretary and the board. Since they provide a historical record of the company, corporate meeting minutes should be kept for as long as other records, which is typically around seven years. Well-prepared meeting minutes will help protect the board from liability and legal problems. Accurate meeting minutes also demonstrate that an organization is in good standing.
The Benefit of Using Diligent Minutes
Board meeting minutes software provides a board administrator with the right tools to meet the administrative challenges before, during and after board meetings. Digital meeting minutes solutions help to connect corporate managers to achieve overall good governance.
With Diligent Minutes, managers can create corporate meeting minutes from scratch or from an existing template. The software prefills the required information, such as date, location, time and list of attendees. The order of information can be transferred from the agenda. Meeting attendees can also receive automatic notifications when there are updates to the agenda or board packet. The software also automates the processes for getting the proper rounds of approvals.
Diligent Minutes is the modern governance solution to taking corporate meeting minutes.
