Minutes Manager

The corporate meeting minutes document that a meeting took place at a certain date and time. They document who attended, what was discussed and actions that were voted on or approved by the people in the meeting. They are not a transcript of everything discussed, but summarize the key points of the corporate meeting.

One of the key benefits of a corporate entity is to give the owners personal liability protection. To keep that protection, however, you need to follow the rules and treat the entity like a real corporation or LLC. That means you have to conduct periodic meetings usually at least once per year. If meetings aren’t regularly held, there is a possibility that someone can “pierce the corporate veil” and go after the owners in their individual capacity. Having minutes of the meeting is the proof you need to establish that you followed the rules and kept your company in compliance?

The most common meetings are the annual meetings. For corporations, there is usually an annual meeting of the shareholders and an annual meeting of the board of directors. LLCs often hold annual meetings for the members in a member-managed LLC and annual meetings for the managers in a manager-managed LLC. Nonprofits often require annual meetings for the board of directors. In addition, the corporate bylaws or company agreement for an LLC often require that certain actions be taken at a duly called special meeting. Some of the most common events that will need to be recorded with a resolution at a meeting might include a sale, a merger, taking out debt, a major acquisition or the removal of a board member or officer.

With the Swyft Filings Minutes Manager, you select the type of meeting you are hosting. Then, you will be directed to enter some basic details such as the time, place and people who attended. The plain-English online questionnaire will ask a few more questions about what happened at the meeting. Then, your minutes will be immediately available for review, editing and downloading.

Many times all of the necessary parties for a meeting are already in the same room or close together. Rather than mail out notices and giving advance notice of a meeting, a company may gather the necessary parties and take care of business. To record that everyone who was required to receive notice of a meeting can simply sign a notice waiver acknowledging that they waived any requirements of receiving advanced notice. Notice waivers are easy to create on the Minutes Manager.

Often times, a company takes an action in the heat of the moment that needs to be ratified by people who should have voted on it. This just means they record that they agreed to the action to be taken soon or already taken. This is often done through a unanimous written consent. If the necessary people all agree on something that needs to be voted on, there is no need to call a meeting, have everyone in a room, take notes and then create minutes. Instead, the necessary parties can sign what is often called a written consent in lieu of a meeting to reflect that everyone agreed with the action taken or to be taken. You can easily create that with the Minutes Manager.

When someone cannot attend a meeting in person, they can often designate someone to vote for them. This is the vote by proxy. The proxy is the written authorization to allow someone else to vote the interests of another.