When a corporation acts, its minutes document and prove that it acted. If the minutes do not record that the board of directors by majority vote approved a decision, it did not happen. The corporate record is critical to document corporate decisions, and the minutes are a critically important part of the governing process. The ultimate board member’s nightmare is to be accused of acting without corporate authority, and then discovering the minutes do not record the authority they thought they had. In that situation, the director should seek a ratification vote as soon as possible. Read the entire article……………………………….
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