One day your LEGAL COUNSEL is going to ask you for a copy
of your Corporate Minutes Book when you don’t expect it.
If you have forgotten to keep it current, letting it collect dust on the bottom shelf, then don’t be surprised if you suddenly find yourself in deep trouble.
EVERY new corporation is required to have documentation
about how the company is going to fulfill it’s mission. All
changes, i.e. annual salaries; bonuses; etc. are supposed
to be recorded.
Now, I know you’re going to quickly reach in the TOP drawer
and pull out the corporate minutes book. All executives
keep this document UP TO DATE and you should, too. You’re
the exception rather than the “rule” in corporate America.
TRUTH? Most Corporate Minutes Books sit on the bottom
shelf without any annual entries about changes made or new
directions in the firm… UNTIL… some legal issue arises
which demands immediate review and usually lots of catching
up with the details.
RECOMMENDATION to YOU
Keep your Corporate Minutes Book current. Your own legal
counsel should be sure that you are keeping these records in
good order. It’s very difficult to GO BACKWARDS trying to
FIX something after the fact. Do not consider this activity as
a waste of your time. It can pay huge dividends in years
to come when this record book is maintained properly.
Let me give you a REAL-LIFE example. One day I asked my
attorney what it meant to be the President of a corporation,
or the CEO, or the Chairman of the Board. He said, “whatever
it says in the Corporate Minutes Book” and that’s the reason
you are reading it here. Our CMB said nothing!
If you own 51% of the corporation you can make it mean
whatever you want it to mean. However, if you own 25%,
42% or 50% ownership of the company then unless you have
spelled it out in the corporate minutes book it can turn
on you in a surprise attack from the other owner/s.
In most large firms, the “pecking order” in decision making
powers are Chairman; CEO; President. In many, all 3 titles
belong to the same person and allows for ease of operation
control. However, the details of authority MUST BE SPELLED
OUT in the Corporate Minutes Book.
Never think you can just “wing-it” or “forget-it” because
this is just another bureaucratic requirement of the same
Government that wants to control your business. It’s in your
best interest to do what the law requires.
MARK YOUR CALENDAR
Every year, follow the plan. Pay your taxes when due and
file business returns as required. Meet with your legal
counsel – bring the Corporate Minutes Book current – with
all salaries, bonuses, new directions, new positions, etc.
recorded, dated, signed, sealed, and delivered in writing for your personal and corporate security.
Lesson Learned: NEVER run your business from the “hip” as
some often do. Understand the legal; accounting; insurance coverages; taxes; etc. Operate your business professionally
for your future benefit and success.
Don Monteith spent 32 years as co-owner of a personnel/staffing business. His firm placed thousands of job candidates in their dream job. Today, Don shares his business and career expertise through his newest websites on the Internet. Lots of FREE ideas – suggestions – ready for your perusal and study.
