Also known as:minute book · minute entry · court minutes · corporate minutes · meeting minutes
Written by attorneys — see sources below.
Official records maintained by a corporation documenting all meetings of its shareholders, board of directors, and board committees as well as all actions taken without a meeting by those bodies.
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How its tested
Common Examples
6
Unanimous Written Consent Filed
Malcolm McKinley and the other four shareholders of Mosaic Retail sign dated written consents approving a new stock issuance. The corporation receives the final consent and files all five documents with its corporate records alongside the minutes of prior meetings.
Post-Contract Memorandum Recorded
Mustafa Mahmoud signs a letter confirming an oral supply agreement with Mirage Hotels. The letter is later placed in the corporate records next to the minutes documenting the transaction.
Shareholder Notice Waiver Filed
Michelle Murphy signs a written waiver of notice for the annual shareholder meeting of Midwest Airlines. The corporation files the waiver with the minutes of that meeting.
Mason McCarthy requests inspection of Morgan Financial's articles and the minutes of its last shareholder meeting. The corporation maintains those minutes as required records available for inspection at its principal office.
Inspection Demand for Minutes
Miranda Morales delivers a signed written demand to inspect the minutes of shareholder meetings at Mosaic Retail's principal office. The corporation must allow inspection because the minutes fall within the core records category.
Director Waiver Filed With Minutes
Marcus Mitchell signs a written waiver of notice for a special board meeting of Mirage Hotels. The corporation files the waiver with the minutes of that meeting.
4 common questions
Students Frequently Ask...
Which corporate records must a corporation maintain as minutes?
A corporation must keep minutes of all shareholder meetings, board meetings, and board committee meetings as well as records of all actions taken without a meeting by those bodies.
Supporting sources
May a shareholder inspect minutes of shareholder meetings without showing a proper purpose?
Yes. Shareholders have an unconditional right to inspect core records including minutes of shareholder meetings upon delivering a signed written demand at least five business days in advance.
Supporting sources
When is shareholder action taken by written consent effective?
Action by written consent becomes effective only when all shareholders entitled to vote have signed dated written consents describing the action and the corporation has filed those consents with its minutes or records.
Supporting sources
Does a shareholder waiver of meeting notice need to be filed with the minutes?
Yes. A shareholder's written waiver of notice must be delivered to the corporation for filing with the minutes or corporate records.
Supporting sources
497 U.S. 261, 277 (1990)
…anoxia (lack of oxygen). The Missouri trial court in this case found that permanent brain damage generally results after 6 minutes in an anoxic state; it was estimated that Cruzan was deprived of oxygen from 12 to 14 minutes. She remained in a coma for approximately three weeks and then progressed to an unconscious…