*This article deals specifically with Minutes that arise from meetings of Boards of Directors—but similar procedures will be followed for meetings of shareholders, members (for non-profit organizations), and committees.
Congratulations! You’ve just finished taking Minutes for your Board of Directors meeting. But what do you do with them now?
There are four things that you need to do:
First, you need to circulate the Meeting Minutes to all of the Directors of the corporation.
This should be done as soon as possible after the meeting is completed. This is particularly important if any of the Directors were absent at the meeting; they need to be able to see what was voted on right away, and if they disagree, they need to make their disagreement known as soon as possible. A Director who does not disagree with a decision of the Board will be assumed to have agreed, even if they were not present at the meeting.
Second, you need to present the Meeting Minutes to the Board at the next official Board meeting for the corporation.
This usually happens at the very beginning of the Board meeting. The Directors hold a vote about whether or not the Minutes from the previous meeting should be accepted as written. Remember, each of these Directors would have received a draft copy of the Minutes after the last meeting, and they should have had ample time to provide any feedback or disagreements about them. However, the draft Meeting Minutes may still need to be revised if the Directors will not agree to vote in favour of them (which is rare). This vote about the Minutes from the previous meeting will need to be recorded in the Meeting Minutes of the present meeting.
Third, once the Directors have voted to approve of the Meeting Minutes, you must get them signed by at least one representative of the Board, usually the Chair.
It is not uncommon to see Minutes signed by both the Chair and the Corporate Secretary. Although, in some circumstances, all members of the Board are requested to sign the Minutes in order to show their approval.
Fourth, once the Minutes are approved by the Board and signed by the appropriate representative, you must place them in the Minute Book for the corporation.
Most Minute Books have a special tab for Director resolutions and motions—the Meeting Minutes would go into there.
And that’s it! That’s what’s involved in keeping good, clear records of Director Meetings and of what is voted on at Director Meetings. You can refer to this other piece in order to get a better sense of what you should actually be including in those Meeting Minutes.
We hope this article gave you a better understanding of what to do with Meeting Minutes. If you have any questions or need assistance with your Meeting Minutes, please don’t hesitate to contact us here.
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