How Do You Maintain a Minute Book?

A well-organized Company Minute Book might be divided into the following sections, each containing the documents listed and with an accompanying index:

Certificate of Incorporation:
A copy of the Articles of Incorporation and all subsequent amendments as filed in the province of incorporation.

Your Bylaws and any amendments.

Board of Directors:
If initial directors are not identified in the Certificate/Articles, an executed action by sole incorporator appointing these individuals.

An executed organizational consent or signed minutes of an organizational meeting in which the basic operations of the company are set forth.

Minutes of all meetings signed by the secretary of the meeting.

All written consents approving actions between meetings, executed by all Board members.

All actions by shareholders executed by the requisite majority or percentage of holders to authorize the actions detailed in the document.

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