Also known as: minute entries · court minutes · minutes
Written by attorneys · grounded in primary & secondary sources — see below
A formal corporate record documenting proceedings at shareholder or director meetings or actions taken by written consent without a meeting. The record must be maintained by the corporation and is available for filing with consents, waivers, and other required documents.
Shareholders of Meridian Motors signed a written consent approving a merger with a competitor. The consent described the action and bore each signature date. The corporation received the document and filed it among its corporate records alongside other meeting documentation.
Directors of Meridian Motors held a meeting authorizing an equipment contract with Malcolm McKinley. The signed minutes later served as a memorandum of the deal. When enforcement questions arose the minutes satisfied the statute of frauds requirement.
Select any source to read its text and confirm it supports the definition.
Miguel Mendoza received notice of a special shareholders meeting at Meridian Motors. He signed a written waiver before the meeting date and delivered it to the corporation. The waiver was placed with the other meeting materials in the corporate files.
Meridian Motors held its annual shareholders meeting and took action by written consent on two other matters. The corporation created records of both the meeting and the consent actions. These records were kept together with other required corporate documents.
Meredith Maxwell, a Meridian Motors shareholder, gave written notice requesting inspection of corporate records. The corporation allowed access to shareholder meeting minutes at its principal office. Board minutes remained unavailable under the governing rules.
Miles Montgomery, a Meridian Motors director, signed a written waiver of notice for a special board meeting. He delivered the waiver to the corporation before the meeting occurred. The document was filed with the board's meeting records.
The corporation must file the documents with its minutes or other corporate records. This filing creates the official record of the action or waiver.
Supporting sources
Shareholders may inspect minutes of shareholder meetings and records of shareholder actions taken without a meeting. Minutes of board meetings and board committee actions are excluded from this inspection right.
Supporting sources
A corporation must keep minutes of all shareholder and board meetings plus records of all actions taken without a meeting by shareholders, the board, and board committees.
Supporting sources
Minutes of a directors' meeting that accurately state an offer later accepted orally can constitute a sufficient memorandum. The memorandum need not be made contemporaneously with the contract.
Supporting sources
…to the inspector of buildings, under rules and regulations of the board of zoning appeals. Meetings of the board are public, and minutes of its proceedings are kept. It is authorized to adopt rules and regulations to carry into effect provisions of the ordinance. Decisions of the inspector of buildings may be appealed to the…