Q&A: Altering Meeting Minutes

Q I would like to know if the board has the right to alter minutes given to the  shareholders, because there were questions raised at meetings that they would  not answer and are left out of the minutes. Are there any regulations governing  meeting minutes?  

 —Looking for Answers

A “Minutes of shareholder meetings are taken to record the business that transpires  at the meeting,” says David L. Berkey, Esq., of the law firm of Gallet Dreyer & Berkey, LLP in Manhattan.  

 “It is unusual for minutes to be verbatim transcripts; they are more often a  summary of what has taken place. The specific questions and answers, if any,  given in response are not usually recorded in the minutes. Instead, you often  will see a reference such as “a question and answer period followed where shareholders and board members  discussed matters of interest.” This type of discussion usually occurs during the period of time taken up by  the agenda item known as “New Business” or “Good and Welfare.” It can also occur after the officers give their reports to the shareholders,  provided the officers will entertain questions from the floor.  

 “Meeting minutes are supposed to accurately reflect any business that is  transacted at the shareholder meeting. So, for example, if the shareholders  amend the bylaws to increase the number of directors from five to seven, the  minutes would reflect the actual language of the resolution passed by the  shareholders amending the bylaws. The discussion surrounding the motion to  amend the bylaws would often not be described in the minutes.  

 “Every year, a draft of the minutes of the prior year’s shareholder meeting should be circulated to and reviewed by the shareholders  prior to their adoption as final minutes of the prior year’s meeting. If there are errors, they should be corrected prior to their adoption  as final minutes. The way to do that is for a motion to adopt the minutes as  corrected to be made, seconded and approved by the shareholders at the annual  meeting. Unfortunately, often the minutes are not prepared in a timely, or the  group is not eager to have the minutes read out loud and approved. In such  cases, either the minutes are not formally approved or a motion to waive the  reading of the minutes is passed and the minutes may be adopted without  correction.  

 “If you or any other tenant-shareholders believe that board members are not being  responsive to your questions, your views can be made known by circulating a  letter to the other shareholders or by addressing the shareholders at the next  special or annual meeting. As corporations are supposed to function as  democracies, if tenant-shareholders believe that they are not being given  straight answers to their questions, the tenant-shareholders’ remedy is to elect new directors who will be more responsive to their needs.”  

 

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