You are probably aware of the need to draft and approve minutes for your corporate meetings, such as board of directors meetings, shareholders meetings, or important corporate meetings of committees.
When it comes to keeping, drafting and approving minutes, many companies see all of this as a ministerial, meaningless task—something that they "have" to do, and as a result, the effort put into drafting corporate minutes is often minimal.
But corporate minutes can have significant legal ramifications, and they are more important than you may think that they are. For more information, our Chicago business litigation lawyer at Ellis Legal explains more on this topic below.
Not So Private
Although your corporate minutes are your company's private information, that doesn't mean they are completely private. Shareholders, partners, corporate managers, or a court in a lawsuit can all request copies of your minutes—at which point, there's nothing stopping those minutes from becoming public records.
Because of that, be very careful with privileged information. Things like trade secrets or attorney-client privilege can be jeopardized if that information is too specially included in corporate minutes.
You cannot edit minutes to make your company or what is said "look better," as minutes are supposed to be just a reflection of what was actually said or done in corporate meetings. But you can draft them in ways that don't reveal more than they have to. A summary of what was discussed or a 1-2 sentence statement of the arguments for or against a position discussed should suffice.
Remember, as well, that your minutes don't represent your company's official position on any given topic—they are just a reflection of what was said at a given meeting. However, minutes that say that a given person said a given thing or took a specific position may imply, if not outright reveal, a board member's or officer's official position on a specific topic.
You Can be Vague
Your minutes do have to be specific—but not that specific.
So, while the topic discussed or the ultimate vote on an issue should be reflected, minutes don't have to be a verbatim recital of who said what. That may actually be a bad idea, as it could discourage committee or board members from being honest and forthright if they are concerned their exact positions could be revealed in corporate minutes. Minutes also don't necessarily have to reveal who voted on any given topic.
Specificity May be Good
Specificity in your minutes can sometimes help you as well.
For example, if somebody wants to make sure they are "on the record" as taking a position or voting a certain way, they can do that. Minutes can show that your company fully deliberated, and considered all positions and considerations, before making an important decision.They can also show that procedurally, the meeting had quorum, or that it followed bylaws, when making the decisions that it made.
Speak with a Chicago business law attorney at Ellis Legal at (312) 967-7629 today about your corporate practices and the best legal practices for your business.