Legal Question in Business Law in California

An attorney will say it depends on what the Bylaws or other governing entity document says about valid board of directors actions. Usually minutes are kept to document everything, but this may not be an absolute requirement. It depends on what the governing documents say. Consult with an attorney in your area for specifics.

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

Franchise Attorney

Although it is the best practice to keep minutes of corporate meetings, whether it is for a business corporation or a nonprofit organization, and also to have written resolutions, that is not an absolute requirement. Unfortunately, most independent churches that I have worked with have many legal problems and are not formed correctly. Some of them have not obtained federal nonprofit status, some of them do not maintain their state legal paperwork, and many of them have failed to file the necessary forms with the IRS.

The best thing you can do for your church is to talk with the pastor and other key leaders and asked them to engage an attorney that handles tax and nonprofit matters. This work can be done by telephone conferences as well as in person.

I hope this helps!

Ron Cappuccio

856-665-2121

www.NonProfitEsq.com

Following up on Mr. Murphy's post, if the bylaws are silent on the issue, then check to see if the bylaws make reference to Robert's Rules of Order. If so, then you should read that, too. However, I don't recall anything in Robert's nullifying a duly passed motion just because there are no recorded minutes of it.

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There may be other ways to attack the vote -- there are very particular requirements for notice and quorum in order for an action by the board to be a valid legal action of the corporation. The bylaws may provide for those type of provisions, but even if the bylaws so provide, some provisions in state law can not be altered by corporate bylaws. And, if the bylaws do not so provide, there are certain default provisions in the Corporations code.

So, the first question you should ask is whether the action was properly taken.