Legal Question in Business Law in New York

Minutes of the Meeting Records

My company recently applied for a Minority/Women status with the Fed. Gov't but was denied because of a technicality. The female parnter owns 51% of the company while the male owns 49%. This is in the stock certificates. During a board of directors meeting, it was noted in the minutes of the meeting that at least 66% of the stockholders (the two partners) would be needed in order to either sell the company or dissolve the partnership. Is the record of this agreement in the minutes of the meeting legally sufficient?


Asked on 2/26/04, 10:42 am

2 Answers from Attorneys
William Pinzler william M. Pinzler

Re: Minutes of the Meeting Records

Generally such an agreement must be in the by-laws of the corporation. If the bylaws do not contain this supermajority provision, then the by laws must be amended. A board of directors meeting and minutes are insufficient. Thereafter, you may need to alter the stock ownership so that the "important decisions" are made by women only in accordance with the conditions of the Minority/Women statutes and regulations.

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Answered on 2/26/04, 10:57 am
richard feldman richard d. feldman

Re: Minutes of the Meeting Records

The minutes may not be enough. While internal matters do not necessarily have to be documented , applications for gov't contracts are very specific.

An attorney should make sure that your corporate book meets all requirements.

You can call for a free consultation at 516 410 4001

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Answered on 2/26/04, 11:43 am


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