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The Minutes of the Meeting is a written document that records the details of a meeting of the stockholders or directors of the corporation. It is usually drafted by the corporate secretary and attested to by the moderator of the meeting. The moderator of the meeting is the person named in the By-laws as the person who will preside over the meetings of the stockholders and directors of the corporation. It is usually the president or the chairman of the corporation.
The Minutes of the Meeting contains the logistics of the meeting such as the place, date and time of the meeting.
How to use this document
This template is drafted for a meeting of the board of directors of a corporation. It can be used either for a regular meeting, the organizational meeting, or a special meeting of the board of directors. An organizational meeting is a meeting of the directors, after their election by the stockholders, for the purpose of electing the officers of the corporation, such as the president, the corporate secretary and the treasurer.
The user will be asked to list the names of the directors who were present and who were absent, if any. There must be a quorum for the board of directors to conduct business. A quorum exists when majority of the directors are present, unless the By-laws provide for a greater majority.
The minutes of the meeting usually include the approval of the minutes of the previous meeting, if the meeting is not the first meeting to be conducted. It could also include matters arising from the previous meeting, reports, resolutions, and items for notation.
Resolutions are actions that may be taken by the corporation after a majority of the board of directors present in the meeting where there is a quorum voted for its approval. However, for the election of officers of the corporation, the vote of the majority of all the members of the board is necessary.
Once all the information is filled out, it should be printed and signed by the corporate secretary, the moderator and all the directors that were present in the meeting. A copy should always be kept on file with the individual responsible for keeping the minutes of the meeting. This is usually the corporate secretary.
The Corporation Code of the Philippines is the general law that governs the meetings of the stockholders and directors of a corporation. However, the requirements under the Corporation Code may be modified by the corporation's By-laws. There are other specific laws, such as the Securities Regulations Code, that may contain specific requirements depending on the type of corporation.
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