Adams Stirling PLC


Corporate minutes are the official records of the association. Once approved by the board, the minutes are signed by the secretary. 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 minutes have been approved by the board of directors. It does not mean the secretary personally agrees with the decisions made by the board contained in the minutes.

Duty to Sign. The secretary cannot refuse to sign the minutes because he/she disagrees with a particular decision made by the board. 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 president can sign the minutes (Robert’s Rules, 11th ed., p. 471) and/or the board can replace the secretary and the minutes signed by the new 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.

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