Legal Definitions - Minutes

Minutes are the official, written record of what occurred during a formal meeting, typically for a company's board of directors or its shareholders. They meticulously document the discussions held, the decisions made, and any formal actions or resolutions that were approved. Once these minutes are reviewed and formally accepted at a subsequent meeting, they become the authoritative and official representation of the previous meeting's proceedings. This formal status means they can be used as significant evidence in legal matters.

• Example 1: Board Approves a Major Acquisition
  Imagine the board of directors for "Tech Innovations Inc." holds a special meeting to discuss and vote on acquiring a smaller competitor, "Future Systems LLC." The minutes of this meeting would record who was present, the key points of the discussion regarding the acquisition's financial implications and strategic benefits, any concerns raised by directors, and the final vote on the resolution to proceed with the acquisition. These accepted minutes would then serve as the official documentation that the board formally approved this significant business decision.

• Example 2: Shareholders Elect New Directors
  During the annual general meeting of "Global Energy Corp.," shareholders gather to elect new members to the company's board of directors and vote on a proposed change to the company's bylaws. The minutes for this meeting would detail the nomination process for the board, the names of the candidates, the results of the shareholder vote for each director position, and the outcome of the vote on the bylaw amendment. These official records confirm the collective decisions made by the company's owners regarding its leadership and governance.

• Example 3: Legal Dispute Over a Contract
  Suppose "Manufacturing Solutions Inc." is sued by a former client who claims that the company's board of directors never formally approved a crucial contract, making it invalid. In court, "Manufacturing Solutions Inc." could present the official minutes from the board meeting where the contract was thoroughly reviewed, discussed, and formally approved by a unanimous vote. These minutes would serve as strong evidence, demonstrating that the board did indeed authorize the contract, thereby refuting the client's claim.