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Organization Minutes

March 3, 2016

Organization Minutes

Corporate, LLC, partnership and not-for-profit organizations are usually required to have minutes memorializing certain actions taken by the board of directors or governing body.  Yet, many do not either because it has never been done, is a bother, is considered not necessary or overlooked through inaction or unawareness.  However, it is something that should be done as a best practice, as recognition that there are non-active stakeholders that need transparency, or as tangible evidence that the actions recorded took place timely.  In some instances the IRS looks for minutes as a symbol that the affairs were handled on a business-like basis or were not one sided “secret” actions by those in control.

Preparing minutes causes a formalization of the considerations that go into many important decisions and a second look that I find very helpful especially for small closely held and family-owned organizations.  I also find the process valuable because it involves the organization’s accountant and attorney and that it creates value way beyond the relatively small cost of having the minutes drawn up and executed.  Here is a brief checklist of what should be considered to be included in the corporate or organization minutes.

Organization Minutes Checklist

  • Were all the owners or board members notified of the meeting and is there current contact information for each person
  • The prior meeting’s minutes should be accepted
  • Officers should be elected
  • The chief executive officer, executive director or managing member should present a summary of the previous year’s results
  • Salaries, bonuses and other compensation paid to officers or other high level personnel should be included in the minutes and ratified
  • Accruals of salaries, bonuses and other compensation should be ratified
  • Health insurance and medical reimbursement plan (if any) payments should be ratified
  • Payments and accruals of pension, retirement or deferred compensation plan contributions and inclusion of participants in such plans should be ratified
  • Benefits paid to or on behalf of officers or high level personal should be ratified
  • Expenses paid on behalf of an officer or high level person, or paid as a reimbursement to them, should be ratified
  • The amounts and basis for owner or executive salaries for the current year should be explained and ratified
  • Employee benefit plans in effect or to be adopted should be ratified including expense accountable plans, adoption assistance plans, cafeteria plans, educational assistance plans, and nonqualified retirement plans
  • Any waived or underpayment employee compensation amounts should be stated in the minutes
  • The organization’s overtime pay policy should be reviewed to ascertain it is in accordance with federal and state wage laws
  • Leases between the organization and an owner, manager or director should be reviewed as to appropriateness of usage, terms and payment amounts
  • There should be a ratification or appropriate use if the organization provides a vehicle to an employee with verification noted that there is proper insurance coverage on the vehicle that protects the organization
  • Ratification and explanations of dividends paid
  • If the corporation has not paid dividends this year then reasons for retaining the income should be expressed
  • All loans or advances to OR from employees in excess of $10,000 [or an amount deemed appropriate] should be memorialized with notes with payment terms, a due date and interest rate
  • Organization loans guaranteed by individuals should be recognized at the meeting and included in the minutes
  • The board should approve all charitable contributions in excess of $250 [or other amount] during the year
  • There should be an affirmation that the organization made no political contributions during the year
  • If the organization has more than one owner, there should be a current buy-sell agreement and the values in it should be certified to as being the appropriate values
  • If there is no buy-sell agreement it should be so stated and the owners should take immediate actions to procure one
  • If the business has a single owner, the contingency plan in the event of an untimely death or disability of the owner, should be reviewed.  If there is no such plan, immediate steps should be taken to adopt one
  • All loan agreements and covenants should be reviewed to see if there are any danger points or impending unpleasant trigger points and so noted in the minutes
  • All leases and contractual obligations extending beyond one year should be reviewed for termination date and current appropriateness
  • The minutes should note approval of all ownership redemptions, transfers, recapitalizations, issuance of options, warrants, or restricted stock
  • The entity tax status should be reviewed and potential changes should be reviewed
  • Description of any lawsuits against the organization should appear in the minutes
  • Purchases of equipment or for any other purpose or contracts in excess of $50,000 [or any amount deemed appropriate] should be approved in the minutes
  • Contract terminations should be approved in the minutes
  • Disposing of corporate assets in excess of $50,000 [or other amount] should be approved in the minutes
  • Delivery of a copy of the minutes to anyone that was supposed to be at the meeting that wasn’t should be indicated

Many organizations that should have minutes do not.  If the above checklist seems excessive, imagine the organization’s and its managers’ positions if a problem arises with just one of these items, how it would be resolved and whether it would then have been wished that the minutes were prepared timely.

One Comment leave one →
  1. 6hawthorne permalink
    March 4, 2016 12:45 am

    HI ED IT IS ALWAYS GOOD TO HAVE A HISTORY OF ALL THE MEETINGS BOB NAGLER

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