A minute book is a simple yet very useful tool used to store all important corporate documents. It holds all the details of a business's history and decisional path. Keeping a minute book is a legal obligation for every legal person (business corporation or organization), is strongly recommended for all other types of businesses and is even sometimes a good idea when it comes to organizing one's personal life.
To each their own book
Before this little thing called the Internet, physical archives consisted of a series of binders filled with hundreds of pages. After a while, these binders become heavy and highly impractical and, let's be honest, they can get quite dusty! Storage, updates, scheduled consults... it's all a chore really, and when there's only one copy of it, there are obvious risks.
But today there's a simple solution to all that trouble: an online minute book! An online version allows easy and instant access to all it may concern. No need to even get up from your desk or wait for office hours or browse all those pages to find what you're looking for... it's now only a click away. Anytime. Anywhere.
And just what is in these books?
There are different types of minute books: personal books, corporate books, one-man business books, etc.
Keeping a minute book to track all the internal management info becomes even more important when it comes to an intangible entity like a business corporation (often referred to as legal person).
These can be constituted in a number of different ways. In Canada for example, they are either under the federal regime or the provincial one. Some differences apply, in regards to the law by which they are governed. Refer to the Canada Business Corporations Act or to your provincial law, like the Business Corporations Act (BCA) of Quebec.
Whichever types of constitution you choose, law requires a minute book and it must contain the following sections:
Articles are drafted to outline the essence of the company. They pertain to the company name, head office location, classes of shares and issuance maximums, share transfer restrictions, provisions, board, directors, shareholders meetings, etc.
Rules and regulations and modifications
Rules and regulations are tightly linked to the articles. As the articles are usually drawn up before a business hits the ground running, the rules and regulations come later, when the designated directors map out the inner workings of the company. The rules and regulations first have to be adopted by the board of directors, and the resolution then accepted by the shareholders.
A shareholders agreement is a contract between the shareholders of the company and the company itself, in which certain things, which would otherwise be the purview of the board of directors, are predetermined. Companies are not required by law to form one but they will help you avoid many a headache.
The official record of decisions made at a shareholders or board of directors meeting; a detailed summary of the discussion along with any decisions (expressed as resolutions). Minutes are prepared by the corporate secretary and they should be detailed enough for the reader to feel as if they were present during the discussion.
It is by resolutions that an organization or company makes decisions and speaks. They are the formal decisions of shareholders or board of directors, motions that have obtained the necessary majority vote in favour. A resolution is what a motion seeks to become. Resolutions can either be ordinary or extraordinary, when a high threshold comes as an exception to the rule of a simple majority. An ordinary resolution is adopted by simple majority, but and extraordinary resolution requires an affirmative vote by two thirds of the members who attend the meeting, not of all the members at-large. The Resolutions section should also list the names and addresses of every director, as well as the start and end dates of their mandate.
Templates for lists and notices
Lists, such as directors lists (with their respective address), officers lists, etc. and notices such as notices of meeting, or any other notice of proposed regulation or motion.
The securities register contains, in alphabetical order, the names and addresses of the shareholders and the numbers of shares they hold. The date, the issuance and transfer info and the amount due on each share must also be featured in this section.