Matters of a more general operating policy should be considered and authorized by the Board of Directors of the Minnesota Corporation.
Although there is no statutory requirement with respect to how frequently the Board of Directors should act, it is typical that the Board of Directors meets on an annual basis.
In addition, a specially convened meeting of the Board, as authorized by the Bylaws, may be called if action is required before the next regular meeting of the Board. Action by the Board may also be taken by the unanimous written consent of the directors. The directors of the Corporation should schedule a regular meeting at least annually to deal with significant matters which have arisen over the course of the year. Matters appropriate for director action include, but are not limited to, the following:
(A) Election of officers, setting of salaries, and declaration of bonuses (at least annually, typically at a meeting of the Board of Directors immediately following the annual meeting of shareholders);
(B) Appointment of Board committees;
(C) Opening of corporate bank accounts and the designation and change of corporate officers authorized as signatories (any bank’s corporate account form invariably includes a corporate resolution which the party executing the form represents to have been adopted by the Board);
(D) Corporate borrowing and the giving of security in connection therewith;
(E) Consummation of material contracts for the acquisition or lease of significant assets or services or the disposition of assets or for the rendition of services outside of the ordinary course of the business of the Corporation;
(F) Policy decisions with respect to the construction of material assets or the investment of material amounts in research and development projects (this area is particularly important to document, because of its relevance to the necessity for accumulation of surplus and the use of available cash);
(G) The adoption of pension, profit sharing, bonus and other employee benefit plans;
(H) The declaration of dividends or the redemption of shares;
(I) Amendment of the Bylaws;
(J) Review of financial statements and, if a public corporation, approval of filings with the Securities and Exchange Commission;
(K) Appointment of auditors;
(L) Any action which requires a shareholder vote described in items 1(a) through (d) above; and
(M) The issuance and sale by the Corporation of shares or the grant of options to purchase additional shares.
If the secretary of the Corporation will prepare a draft of the minutes or written consent evidencing any such director or shareholder actions, I will be happy to assist in finalizing the documentation. The form of minutes of the first meeting of the directors might be used as a format.
Though it may be confusing, the requirements of a board of directors in a Minnesota business can be simplified by working with an an experienced Minnesota business lawyer. For more information on business law in Minnesota, along with a variety of other topics, contact Joseph M. Flanders of Flanders Law Firm at (612) 424-0398.
Contact the law firm at:612-424-0398