There is no restriction on the items discussed at a corporate meeting of directors. However, the most common topics relate to important actions either taken or to be taken by the corporation rather than the regular day-to-day activities of operating the business. Information describing the day-to-day operation of the business is generally not included in minutes or written consent. To include this type of information would be impractical.
The following is a list, although not exclusive, of the types of corporate topics or items discussed at a corporate meeting and included in corporate minutes:
- Appointment of officers
- Compensation of officers and directors
- Issuance of stock and the amount and type of payment for stock
- Employment agreements and special compensation arrangements for officers/employees
- Basic details of shareholder agreements and stock purchase agreements
- Declaration of dividends to shareholders
- Authorization to use a particular bank as a depository of corporate funds
- Bank signature cards
- Bank resolutions and lines of credit
- Use of professional advisors such as accountants or attorneys
- Authorization to issue additional stock
- Loans to shareholders, officers, directors, employees or third
parties - Loans from shareholders, officers, directors, employees or
third parties - Lease agreements
- Major purchases of land, buildings, equipment, and other
businesses - Major sales contracts
- Major charitable contributions
- Employee benefit plans and programs
- Pension and profit-sharing plans and contributions to the plans
- Corporate name changes
- Amendments to Articles of Incorporation or Bylaws
- Stock redemptions and/or re-capitalization
- Change in corporate tax year
- Shareholder agreement to elect S corporation status
In addition to the above list, it is advisable to have the minutes or consent set forth contemporaneous reasons for major actions taken or policies adopted, such as:
- Explanation of why officer/employee salaries should be raised or adjusted
- Why a dividend was or was not paid
- Reasons for creating a deferred compensation package
- Why is money being accumulated rather than spent on expenses?
- Why a particular acquisition was or was not pursued
- Why a particular piece of property or equipment was purchased
- Nature of negotiations for the purchase or sale of the business
- Why a specific employee was terminated
- Any other business that is beyond the day-to-day operation
of the company