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Am I Required by Law to Maintain Meeting Minutes?

Am I Required by Law to Maintain Meeting Minutes?
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Category : > LLC Kit and Seal
Posted On : Fri Sep 28th,2012

Am I Required by Law to Maintain Meeting Minutes?

You must maintain minutes of company meeting to protect your personal assets of the shareholders from the corporation's liabilities. "Piercing the Veil " is a significant reason why maintaining minutes of meetings is required for corporations. You can also use it to the court if creditors argue to pay off their debts from personal assets.


The circumstances needed to successfully argue that the corporate veil should be pierced typically center around whether the shareholders respected and engaged in corporate formalities, such as conducting regular meetings and maintaining minutes of meetings, or if they essentially treated the corporation’s activity and their activity as one and the same

The purpose of keeping minutes is to provide a record of the organization's actions, for the information of absent members and for future reference. Minutes are not generally intended to be a news report, or a record of all that was said in a meeting. For most meetings.

All minutes should contain the following information (which need not be in numbered paragraphs, but should generally be in the order given below):

1. the kind of meeting (regular, special, adjourned regular, or adjourned special);

2. the name of the legal entity

3. the date and time of the meeting, and the place if it is not always the same;

4. the names of the presiding officer and secretary, or, if these are regular officers, simply the fact that they were present; also presence of quorum;

5. the fact that the minutes of the previous meeting were read and approved–as read or as corrected–and the date of that meeting, if it was other than a regular meeting. Note: Any corrections to those minutes are recorded in the text of those minutes, not in the present meeting's minutes.

6. all main motions or motions to bring a matter again before the assembly, in separate paragraphs, with the name of the mover of each important motion; but not motions that are withdrawn (unless there is some reason to note what happened–as when a motion is postponed to a later meeting and made a special order of the day, but is then withdrawn). Give the exact wording of the motion as disposed of (i.e., adopted, defeated, committed, postponed to a certain time, etc.), incorporating any amendments, and the disposition. If a motion is amended there is usually no need to record both the original form and the amended form, unless the amendment makes a substantial change and causes a lot of debate. If the disposition is temporary (such as postponement to the next meeting), note any adhering amendments or secondary motions then pending;

7. any secondary motions that were not lost or withdrawn, if they made a difference in the proceedings (such as a motion to vote by ballot, a request to be excused from a duty, etc.). These may be mentioned indirectly, thus: "A ballot vote having been ordered, . . . ." or "After a recess, . . . ."

8. all notices of motions to be made at a future meeting;

9. all points of order and the chair's rulings on them, and any appeals, with the reasons given by the chair for its ruling; and

10. the time of adjournment.


This Waiver of Notice of Meeting of Board of Directors will waive notice of a board meeting when a company is unable to give official notice or the particulars of a board meeting have changed. This waiver sets forth the date, time and location of the meeting, waives notification of the meeting and must be signed and dated by a member of the company's board of directors. A Waiver of Notice of Board of Directors Meeting will prove invaluable in the event there are future questions about notification that a board meeting was held.

This Waiver of Notice of Board of Directors Meeting includes:

  • Company: Sets forth the name of the company holding the meeting;
  • Meeting Information: The date, time and location of the board meeting;
  • Notice Waiver: Sets forth that notice of a board meeting is hereby waived and that business may property come before the meeting;
  • Signature: This waiver must be signed and dated by a director of the company.

he annual directors meeting is a meeting used each year to go over ideas for the future, what happened in the last year, and any other details directors may want to discus with the board of directors.

Typically notice would have been given to hold an annual board of directors meeting.

If no notice was held, a waiver of notice of annual meeting form can be used to make sure all directors are on the same page and capable of making important decisions without notice.

What is a Waiver?

A waiver is the voluntary relinquishment or surrender of some known right or privilege.

While a waiver is often in writing, sometimes a person's actions can act as a waiver. An example of a written waiver is a disclaimer, which becomes a waiver when accepted. Other names for waivers are exculpatory clauses, releases, or hold harmless clauses.

Sometimes the elements of "voluntary" and "known" are established by a legal fiction. In this case, one is presumed to know one's rights and that those rights are voluntarily relinquished if not asserted at the time.

In civil procedure, certain arguments must be raised in the first objection that a party submits to the court, or else they wil.



A waiver of notice is a legal document that waives the legal right to formal notification. There are several settings in which such documents can be used. It is important to note that this waiver does not change any rights beyond the right to notice; executing such a document does not mean that someone gives up interest in the matter at hand, for example. Nor does it mean that the signatory will be unable to obtain information about legal proceedings.

A common example of this document can come up in the process of probating a will. People with an interest in the will may sign a waiver of notice that indicates that they waive the right to be notified about legal proceedings regarding the will. This means that, if they want to be present, they need to contact the executor to find out when these events will occur so that they can show up. Their other legal rights in respect to the will are intact.

When someone is asked to sign such a waiver, it is important to examine the document thoroughly to confirm that it does not contain any surprises. If any clauses are unclear or not acceptable, this should be discussed before the document is signed. If the reason for the request to sign the document is unclear, a lawyer can be consulted for more information. Once the waiver of notice is signed, it is considered executed, and the signatory has waived the legal right to notification.



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