SusanS9 (California)
Posts: 56
Posts: 56
Posted:
Please provide link to Davis Stirling recommendation of contents, format of Board meeting minutes if there is one.
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Board Meeting Minutes
Started by SusanS9 • 7 replies • 1954 views
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GlenL (Ohio)
Posts: 5,491
Posts: 5,491
Posted:
Corporations Code §8320. Records Required to be Kept.
(a) Each corporation shall keep:
(1) Adequate and correct books and records of account;
(2) Minutes of the proceedings of its members, board and committees of the board; and
(3) A record of its members giving their names and addresses and the class of membership held by each.
(b) Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form.
*************************************
The minutes are not a transcript of what was said only what was done. i.e.
Joe Blow motioned to paint the gazebo pink.
Jane Smith seconded the motion.
Motion approved unanimously. Or Joe Blow, yea. Jane Smith, yea. Bill Boyd, ney.
Not the thirty minute debate on whether or not pink is the right color.
(a) Each corporation shall keep:
(1) Adequate and correct books and records of account;
(2) Minutes of the proceedings of its members, board and committees of the board; and
(3) A record of its members giving their names and addresses and the class of membership held by each.
(b) Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form.
*************************************
The minutes are not a transcript of what was said only what was done. i.e.
Joe Blow motioned to paint the gazebo pink.
Jane Smith seconded the motion.
Motion approved unanimously. Or Joe Blow, yea. Jane Smith, yea. Bill Boyd, ney.
Not the thirty minute debate on whether or not pink is the right color.
Studies show that 5 out of 4 people have problems with fractions
NameW (Virginia)
Posts: 74
Posts: 74
Posted:
Yes, but VA doesn't stipulate that. Probably neither does CA.
GlenL (Ohio)
Posts: 5,491
Posts: 5,491
Posted:
I would be highly surprised if the VA corporate code didn't require a corporation to keep minutes but I'll bow to your apparent expertise. As to California, that was the CA corporate code I quoted.
Studies show that 5 out of 4 people have problems with fractions
MaryA1 (Arizona)
Posts: 388
Posts: 388
Posted:
Susan,
FYI the D-S Act does not contain a format for board meeting minutes nor does it state what must be written in the minutes.
FYI the D-S Act does not contain a format for board meeting minutes nor does it state what must be written in the minutes.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Typically not required, but a good format would be roberts rules of order:
http://www.rulesonline.com/rror-10.htm
Cut and paste, then scroll down to #60
Hope this helps,
Tim
http://www.rulesonline.com/rror-10.htm
Cut and paste, then scroll down to #60
Hope this helps,
Tim
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
NameW,
VA Non-Stock Corporation act does require that all minutes be kept:
§ 13.1-932. Corporate records.
A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any.
D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of the following records:
1. Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent;
2. Its bylaws or restated bylaws and all amendments to them currently in effect;
3. Resolutions adopted by its board of directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations;
4. The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years;
5. All written communications to members generally within the past three years;
6. A list of the names and business addresses of its current directors and officers; and
7. Its most recent annual report delivered to the Commission under § 13.1-936.
(Code 1950, § 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.)
VA Non-Stock Corporation act does require that all minutes be kept:
§ 13.1-932. Corporate records.
A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any.
D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of the following records:
1. Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent;
2. Its bylaws or restated bylaws and all amendments to them currently in effect;
3. Resolutions adopted by its board of directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations;
4. The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years;
5. All written communications to members generally within the past three years;
6. A list of the names and business addresses of its current directors and officers; and
7. Its most recent annual report delivered to the Commission under § 13.1-936.
(Code 1950, § 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.)
RichardP13 (California)
Posts: 1,767
Posts: 1,767
Posted:
Susan,
Here is a link to attorney's web site that I personally recommend. It details their recommendations of a well organized record of association meetings, special, annual or board.
http://www.davis-stirling.com/MainMenu/MainIndex/MeetingMinutes/tabid/1565/Default.aspx
Also this is a link to a table of various other minute references for meeting that association may have from time to time.
http://www.davis-stirling.com/MainIndex/MinutesMenu/tabid/591/Default.aspx
Here is a link to attorney's web site that I personally recommend. It details their recommendations of a well organized record of association meetings, special, annual or board.
http://www.davis-stirling.com/MainMenu/MainIndex/MeetingMinutes/tabid/1565/Default.aspx
Also this is a link to a table of various other minute references for meeting that association may have from time to time.
http://www.davis-stirling.com/MainIndex/MinutesMenu/tabid/591/Default.aspx
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