What do I do if board minutes have never been signed?

UPDATED: Aug 2, 2011

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What do I do if board minutes have never been signed?

I asked a question last week about who is required to sign minutes of the board of directors (for a non-profit). I understand it is the Secretary. I just started working for this non-profit and going back through their minutes I see that they have always just typed them and approved at next board meeting. They have never had the Secretary or anyone else sign them. This goes back over several years. How do I “fix” this? Going forward, I am making sure that the Secretary signs the minutes but I don’t know how to handle the past minutes. They meet quarterly.

Asked on August 2, 2011 Tennessee


FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

If there are minutes from past quarterly board meetings that have not been signed by the secretary that prepared them or anyone else, all that needs to be done is to have some member of the corporation or limited liability company that the minutes are prepared for that attended the meeting sign and date the minutes.

Once the minutes are signed, the documents should then be embossed with the entity's seal and then placed in the books for future reference.

In the future to make things easier for you, the minutes from each meeting of the entity should be drafted into written format within a week or so after the proceeding, dated, signed and sealed by the Secretary.

Good luck.

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