Corporate Meeting Preparations - Role of the Corporate Secretary

You can help avoid the perils of piercing your corporate veil by keeping good corporate meeting minutes, and preparing them in a timely fashion. A small business corporation, LLC or other company that is closely held can especially simplify the process. It need not be a daunting task, and it doesn't require any special skills to do properly. It simply takes a bit of effort to start systematizing the process of generating corporate meeting minutes and resolutions to cover important matters of official company business. Once the system is in place, it can be automated.
When you have a system for observing your corporate formalities and generating the records to document you company's official actions, you immediately get piece of mind. You sleep better knowing this important business has been addressed, attended to, and is no longer a nagging detail you've placed on the back burner. As Forest Gump said when he learned of his good fortune with Apple stock and realized he didn't have to worry about money "no more", "That's good! One less thing."
Role of the Corporate Secretary
It is generally the corporate secretary who is charged with recording the events and actions of a corporate meeting. This duty should be exercised with forethought, planning and an understanding of the purpose and use of corporate meeting minutes.
A good corporate secretary will understand that resolutions in minutes have been compared to a contract between the corporation and the directors and shareholders. Like any contract, the language in the resolution and minutes should be unambiguous and simple. Words should be used in their ordinary sense as generally accepted. Keep-it-simple-stupid (KISS) is useful to remember and apply here since the minutes are legal evidence of an action taken by board of directors or shareholders.
Meeting Preparations
The corporate secretary can prepare in advance for a corporate meeting (either a meeting of the directors or shareholders). The secretary may be differently prepared depending upon the meeting type: regular, special or annual. To prepare, it is good to consider that the directors of the company are held to the high standard of a "fiduciary" in that they are to act in the best interest of the corporation. So, when preparing resolutions and minutes, the secretary should carefully choose language that takes into consideration the fact that directors' actions are subject to very close scrutiny by shareholders and other interested parties.
The secretary may keep the meeting notes in writing or by mechanical or digital recording device. Every word need not be recorded at a meeting. Instead the important actions, votes, motions and resolutions would be recorded with sufficient detail to show a complete description of the meeting and events that transpired. For example, if a resolution is proposed for adoption, the resolution may be drafted with copies given to the directors or shareholders, as appropriate, to review, comment on, and revise, before the actual meeting. This way, those in attendance at the meeting are familiar with the resolution, and all fine-tuning and consideration has been done so no significant discussion is required at the meeting. The minutes would simply show a motion to adopt the resolution was made, seconded, and unanimously agreed. Should any director wish to dissent, the secretary would duly note that director's dissent in the minutes.
The secretary may also want to prepare in advance an agenda to guide the meeting along. Copies of the agenda may be given to those directors or shareholders entitled to attend the meeting. Include in the agenda the name of any person who will present a proposal and the nature of the proposal.
The secretary should have available at the meeting any reports, books and documents that may be used to conduct the business of the meeting. The secretary should also have prepared a final draft of the minutes of the previous meeting. If possible, that draft can be distributed to the previous meeting attendees, chairman of the board, President, corporate counsel, etc. for their review. If they have any comments or corrections that clarify any matters included in the draft minutes, the draft can be corrected until it is complete and acceptable. Then, at the next meeting, the final draft minutes of previous meeting may be read and accepted as read, or simply accepted without being read, as the case may be. This can save time at the next meeting and avoid having to re-do the previous minutes again and again.
When the corporate secretary is properly prepared for a meeting, the meeting itself may be conducted efficiently without confusion, much discussion or adjournment. Preliminary coordination with the directors and shareholders to have resolutions drafted and agreed to, motions defined, objections or dissents noted, and having a logical agenda, should result in a pleasant and organized meeting event conducted in a business-like manner.