Legal Question in Business Law in California

Keeping minutes is one of the many things required of a company to document their decisions, but you are asking about minor technicalities of 'approval' that can have conflicting answers from different people, including attorneys.

In addition to the other attorney answer, unless the bylaws specifically require this (I've never seen it), it's not required. Whether it's a recommended practice depends on the type of actions or decisions made at the meetings. Consult with a good business attorney in your area for specific advice.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney

Corporations Code section 1500 provides:

"Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Those minutes and other books and records shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record."

Note that there is no mention of reading and approving them at the next meeting. This is done for several reasons. First, it prevents the corporate secretary, chairman, or other person in charge of taking and keeping minutes from falsifying them, or negligently making mistakes, omissions, etc. Next, it serves as notice to any directors, officers, etc. who were not present at the propr meeting of action taken and tends to amount to their ratification of the actions taken if they approve the minutes. Also, it serves to maintain continuity in the handling of subect matter from one meeting to the next.

Corporations Code section 307 also mentions approved minutes as a way for a director to waive defective notice of a meeting he or she did not attend, but it seems such approval must be in writing.

A requirement for reading and approval of prior meeting minutes may also be written into the bylaws of the corporation, but while the taking and keeping of minutes is mandatory by statute, reading and approval at a following meeting is not.