Portfolio 81-1st: Corporate Minutes

I. Introduction
. Introductory Material
A. Keeping Corporate Minutes
B. Functions of Corporate Minutes

II. Legal Overview
A. Federal Law
B. Delaware Corporate Law
C. New York Corporate Law
D. Investment Company Act of 1940
E. Companies Registered Under the Securities Exchange Act of 1934, as Amended
F. State Banking Law
G. State Insurance Law

III. Overview of Corporate Documents
A. Corporate Charter
B. Bylaws

IV. Quorum
A. Why a Quorum Is Needed
B. Number Required to Constitute a Quorum
C. Committee Meetings
D. Ways a Quorum Can Be Broken
1. Director withdrawals
2. Interested directors
3. Ex officio directors
4. Board vacancies
E. Action Directors Can Take in the Absence of a Quorum

V. Form of Corporate Minutes
A. Format of Corporate Minutes
1. General
2. What should be part of the record?
3. The responsibility of the secretary
B. Approval of the Minutes
1. General
2. Consequences resulting if minutes are not approved
3. Correction of minutes
C. Resolutions and Reports
1. Resolutions
2. Reports

VI. When Should Resolutions Be Adopted and Included in the Corporate Minutes?
. Introductory Material
A. Statute, Corporate Charter, Bylaws
B. Resolutions Required for Third Parties
C. Resolutions Adopted as a Result of Custom or Practice

VII. Inspection Rights of Shareholders and Directors
A. Inspection of the Corporate Books
1. Shareholders' and directors' access to corporate records
2. Purpose for demanding inspection
3. Form of demand to inspect corporate books
B. Physical Access to Corporate Minutes

VIII. The Role of Corporate Minutes in a Merger
A. General
B. Litigation
C. Due Diligence

IX. Litigation Issues
A. Corporate Minutes as Evidence
B. Piercing the Corporate Veil
1. General
2. Factors considered
3. Alter ego doctrine
4. Corporate minutes as corporate records

X. Minutes for Shareholder Meetings
A. General
B. Pre-Meeting Preparation
C. Meeting Procedures
1. Who presides?
2. Order of business
3. Quorum
4. Special meetings
5. Shareholder action without a meeting
D. Meeting Minutes
1. General
2. What should be included?
E. Post-Meeting Activity
1. Shareholder contact
2. SEC reporting