Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 35
MATTERS FOR INCLUSION IN
CORPORATE MINUTES
§ 35.01 What Are Minutes and What Purpose Do They Serve?--
Statutory Requirements
The minutes of a corporation are the official written record of the acts
of the corporation. The purpose of minutes is to preserve a permanent,
relatively contemporaneous, and tangible record of the actions taken by
stockholders, directors, or committees.
Either by statute or common law, all jurisdictions require that
corporate minutes be kept in some form. State statutes vary with some
states requiring only that officers keep “records of all proceedings.”
Other states specifically mandate that minutes reflect the “time and place
of the meeting, whether the meeting was regular or special, whether
notice thereof was given and if so in what manner, the names of those
present at directors’ meetings, the number of shares or members present
or represented at stockholders’ or membership meetings, and the
substance of any action taken at the meeting.
The Minnesota Business Corporation Act (MBCA)1 is a fairly general
statute requiring only that the corporate officers maintain records of “all
proceedings of the board and shareholders.”2 While the term proceedings
is not a legal term, it has been interpreted to mean that the “acts” of the
board of directors must be recorded though their deliberations need not
be.3 In addition to statutory requirements, the articles or bylaws of a
corporation may require a more inclusive written record. However, even
without a specific mandate, corporations as a practical matter should
keep an accurate written record for their own protection.
Minutes should be kept of all action taken by a corporation whether
the act was taken at an official meeting or whether the act was taken
without any meeting at all. The M.B.C.A. no longer requires “regular” or
“annual” shareholders’ meetings, or “regular” or “annual” directors’
meetings. The articles or bylaws of a Minnesota corporation can require
that such meetings be held on a specified basis and can require the type
of notice necessary to make the meeting valid. Absent provisions in the
articles or bylaws, the M.B.C.A. gives a corporate board and
shareholders the power to conduct business without holding a meeting
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
