Also known as: procès-verbaux · proces-verbal · proces-verbaux · PV · minutes
Written by attorneys — see sources below.
A detailed, authenticated written report of proceedings. The report records actions taken at a meeting or without a meeting and is filed with corporate records to evidence the transaction.
Pedro Pacheco and Pamela Phillips, the sole shareholders of Paragon Construction, each sign a written consent approving a merger. The document serves as the procès-verbal of the action and is delivered to the corporation for filing with the minutes, satisfying the requirement that all entitled shareholders approve without a meeting.
Pierre Poulin signs a letter confirming an oral agreement with Precision Tools for equipment supply. The signed letter later functions as the procès-verbal satisfying the statute of frauds even though it was created after contract formation.
Pilar Pena signs a written waiver of notice for an upcoming special meeting of Prime Logistics shareholders. The waiver document becomes part of the procès-verbal filed with the corporate records, validating the meeting despite the shortened notice period.
Patriot Insurance maintains procès-verbaux consisting of minutes from all shareholder and board meetings plus records of actions taken without a meeting. These documents fulfill the statutory obligation to keep accurate corporate records available for inspection.
Pablo Perez delivers a signed written demand to inspect the procès-verbaux of shareholder actions at Precision Tools. Five business days later he receives access at the principal office to the records described in the statute.
Philip Powell signs a written waiver of notice for a special board meeting of Paragon Construction. The waiver is delivered to the corporation and filed with the procès-verbal of the meeting, curing any defect in the two-day notice requirement.
The document must consist of one or more written consents that describe the action, bear the date of each signature, and are signed by all shareholders entitled to vote. The consents are then delivered to the corporation for filing with the minutes.
Supporting sources
Yes. Written consents or minutes may be prepared and signed after the action is taken, provided they accurately record the transaction and are filed with corporate records.
Supporting sources
Factual portions of the minutes remain discoverable if they record ordinary business information, but attorney mental impressions or litigation strategy notes embedded in the procès-verbal are protected and may be redacted.
Supporting sources
…anoxia (lack of oxygen). The Missouri trial court in this case found that permanent brain damage generally results after 6 minutes in an anoxic state; it was estimated that Cruzan was deprived of oxygen from 12 to 14 minutes. She remained in a coma for approximately three weeks and then progressed to an unconscious…