Once approved by the board, the minutes must be signed by the secretary or assistant secretary. Minutes may also be signed by the president. (Robert’s Rules, 11th ed., p. 471.) Minutes become prima facie evidence of the matters contained in the minutes. (Corp. Code §7215.)

Significance of Signature. By signing the minutes, the secretary is indicating the meeting was held and votes by the board occurred as recorded in the minutes. It does not mean the secretary personally agrees with the decisions made by the board.

Duty to Sign. The secretary cannot refuse to sign the minutes because he/she disagrees with a particular decision. The secretary is simply affirming that the minutes were approved by the board of directors. See sample minutes. If a secretary refuses to carry out his/her duties, the board can replace the secretary.

Date Approved. Minutes do not need a date when they were signed by the Secretary. If they contain a date, the minutes should indicate the date they were approved by the board.