Corporate Practice Series Portfolio No. 81-1st, Corporate Minutes, discusses the legal issues associated with the preparation and maintenance of corporate minutes for board of directors and committee meetings as well as shareholder meetings. The portfolio describes the function and importance of corporate minutes, which federal and state laws are pertinent, the format of corporate minutes, and the process for preparing, approving, and amending them. Finally, the portfolio analyzes the rights of shareholders, directors, and others to obtain access to the minutes as well as their use as evidence in litigation and privilege issues.
I. Introduction . Introductory Material A. Keeping Corporate Minutes B. Functions of Corporate Minutes
II. Legal Overview A. Federal Law B. Delaware Corporate Law C. New York Corporate Law D. Investment Company Act of 1940 E. Companies Registered Under the Securities Exchange Act of 1934, as Amended F. State Banking Law G. State Insurance Law
III. Overview of Corporate Documents A. Corporate Charter B. Bylaws
C. Committee Charters
IV. Quorum A. Why a Quorum Is Needed B. Number Required to Constitute a Quorum C. Committee Meetings D. Ways a Quorum Can Be Broken 1. Director withdrawals 2. Interested directors 3. Ex officio directors 4. Board vacancies E. Action Directors Can Take in the Absence of a Quorum
V. Form of Corporate Minutes A. Format of Corporate Minutes 1. General 2. What should be part of the record? 3. The responsibility of the secretary B. Approval of the Minutes 1. General 2. Consequences resulting if minutes are not approved 3. Correction of minutes C. Resolutions and Reports 1. Resolutions 2. Reports
VI. When Should Resolutions Be Adopted and Included in the Corporate Minutes? . Introductory Material A. Statute, Corporate Charter, Bylaws B. Resolutions Required for Third Parties C. Resolutions Adopted as a Result of Custom or Practice
VII. Inspection Rights of Shareholders and Directors A. Inspection of the Corporate Books 1. Shareholders' and directors' access to corporate records 2. Purpose for demanding inspection 3. Form of demand to inspect corporate books B. Physical Access to Corporate Minutes
VIII. The Role of Corporate Minutes in a Merger A. General B. Litigation C. Due Diligence
IX. Litigation Issues A. Corporate Minutes as Evidence B. Piercing the Corporate Veil 1. General 2. Factors considered 3. Alter ego doctrine 4. Corporate minutes as corporate records
X. Minutes for Shareholder Meetings A. General B. Pre-Meeting Preparation C. Meeting Procedures 1. Who presides? 2. Order of business 3. Quorum 4. Special meetings 5. Shareholder action without a meeting D. Meeting Minutes 1. General 2. What should be included? E. Post-Meeting Activity 1. Shareholder contact
2. SEC reporting
Portfolio 81-1st: Corporate Minutes
Wks. 1 Model Business Corporation Act Sections 16.01–16.05
Wks. 2 Delaware General Corporation Law Sections 142, 220, and 224
Wks. 3 California General Corporation Law Sections 312, 314, 1500, 1601–05, and 2255
Wks. 4 Illinois Business Corporation Act of 1983 Chapter 805, Act 5, Sections 7.75 and 8.50
Wks. 5 Maryland Code, Corporations and Associations Title 2: Corporations in General—Formation, Organization, and Operation Sections 111, 412, 512, and 513
Wks. 6 Massachusetts General Laws Annotated Part I: Administration of the Government, Title XXII: Corporations Sections 8.40 and 16.01–.04 of Chapter 156D
Wks. 7 New York Business Corporation Law Chapter 4 of the Consolidated Laws Sections 624 and 715
Wks. 8 Ohio General Corporation Law Title XVII: Corporations—Partnerships Sections 1701.37 and 1701.64
Wks. 9 Pennsylvania Business Corporation Law Title 15: Corporations and Unincorporated Associations Sections 1508 and 1732
Wks. 10 Foreign Corrupt Practices Act of 1977, 15 U.S.C. §78m(b)
Wks. 11 Investment Company Act of 1940, Section 31, 15 U.S.C. §80a-30
Wks. 12 Sample Bylaw Provisions Delaware Corporation
Wks. 13 Sample Bylaw Provisions California Corporation
Wks. 14 Sample Bylaw Provisions Illinois Corporation
Wks. 15 Sample Bylaw Provisions Maryland Corporation
Wks. 16 Sample Bylaw Provisions Massachusetts Corporation
Wks. 17 Sample Bylaw Provisions New York Corporation
Wks. 18 Sample Bylaw Provisions Ohio Corporation
Wks. 19 Sample Bylaw Provisions Pennsylvania Corporation
Wks. 20 Sample Minutes for a Regular Meeting
Wks. 21 Sample Minutes for a Special Meeting
Wks. 22 Sample Minutes for Action Taken by Unanimous Written Consent
Wks. 23 Sample “Long-Form” of Minutes
Wks. 24 Sample “Short-Form” of Minutes
Wks. 25 Sample Minutes for the First Meeting of Incorporators
Wks. 26 Sample Minutes for the First Meeting of Directors
Wks. 27 Sample Minutes for a Shareholder Meeting
Wks. 28 Sample Resolutions
Wks. 29 Form of Demand to Inspect the Minutes of Shareholder Meetings and Record of Shareholders—New York Law
Wks. 30 Form of Demand to Inspect a Corporation's Books and Records—Delaware Law
Wks. 31 Michael DeSantis, Senior Vice President, General Counsel, and Secretary Choice Hotels International, Inc.
Wks. 32 Cynthia J. Bolbach Vice President and Corporate Secretary The Bureau of National Affairs, Inc.
Wks. 33 John G. Finneran, Jr. Executive Vice President, General Counsel, and Corporate Secretary Capital One Financial Corporation
Wks. 34 Nancy R. Heinen Senior Vice President, General Counsel, and Corporate Secretary Apple Computer, Inc.
Wks. 35 Frank L. Steeves, Senior Vice President, Corporate Secretary, and General Counsel Emerson Electric Co.
Wks. 36 Alan P. Olschwang, Former Executive Vice President, Legal and General Counsel, and Corporate Secretary Mitsubishi Electric & Electronics USA, Inc.