Legal Question in Business Law in California

Re: Annual Board of Director's Minutes

Confirmation and approval of all the important business decisions of the company. Sounds like you should be getting some legal help with the maintenance of the company. Feel free to contact me if serious about doing so.

Re: Annual Board of Director's Minutes

I would also add that you should check your bylaws and see if anything else is required.

Re: Annual Board of Director's Minutes

When you ask in terms of an "annual board of director's minutes," I'm immediately alerted to the possibility that you are confusing two similar, but distinct, concepts.

First, the Corporations Code is very clear that every corporation must have an annual meeting, but it is a meeting of SHAREHOLDERS, not the board of directors, that is called for by the Code. See Corporations Code section 600, especially subsections (b) and (c), regarding shareholder meetings and compare this with section 307 dealing with board meetings.

Whether or not the corporation is an S-Corp or a C-Corp makes no difference. These designations have to do only with how the corporation has elected to be treated for tax purposes. Being an S-Corp doesn't make it any different for purposes of the California Corporations Code.

At any corporate meeting, whether shareholders or directors, someone acting in the capacity of secretary should take and make permanent minutes of the significant proceedings, including without limitation the means by which prior notice of the meeting was given, those present in person or by proxy, whether a quorum was present, location, starting and ending times, and a detailed record of business transacted, votes taken, motions made, resolutions adopted, etc.