Meeting Minutes Approval

[Guest DawnM]

Our board has had their final meeting as the company is merging with another.  How do I get those minutes approved?  Can I circulate via email to get approvals?

[Weldon Merritt]

What should have happened is that the board should have authorized a committee to appove the final minutes. But since that didn't happen, there might still be a way to do it.

You say "the company is merging with another." Has the merger actually occured, or is it still in progress. I.e., does the old company still exist as an entity until some specified date?  If the old company does still exist in some form while the merger is underway, then its board also still exists. So my next question is, do the bylaws provide for special meetings of the board? If so, and if there is time before the merger is complete, I would suggest calling a special meeting for the purpose of approving the minutes of the final regular meeting and the (very brief) bylaws of the special meeting.

If the answer to either or both of my questions is "no," then I don't see any parliamentary way for the final minutes to be approved. But maybe some of my colleagues will have other ideas.

[Atul Kapur]

Well, if it's merging into the other company, couldn't the continuing company's board approve them?

If these companies are actual companies, then the law about corporations in the relevant jurisdiction may be of help.

[Weldon Merritt]

33 minutes ago, Atul Kapur said:

Well, if it's merging into the other company, couldn't the continuing company's board approve them?

That may be an option, as well. That doesn't seem to be contemplated by RONR, but it seems reasonable

 

34 minutes ago, Atul Kapur said:

If these companies are actual companies, then the law about corporations in the relevant jurisdiction may be of help.

Yes, that's a possibility, too.