Making Minutes

I am always surprised when something I believed to be true turns out not to be--that Abner Doubleday invented baseball comes to mind. I'm still being surprised.

For example, I learned recently not only that many state corporation statutes do not require a non-profit organization to maintain minutes of board meetings, but also that the failure to keep those minutes is not a serious legal problem. It turns out the ordinary statutory requirement "to maintain good and correct records" does not necessarily include the detailed minutes of board and committee meetings.

Ovitz got his money because evidence other than the minutes showed the Disney board had good enough reasons for approving the Ovitz agreement. The benefit to the rest of us is there is now clear direction as to how minutes should be written and documented.


Bruce D. Collins

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