Thanks to the Society for Corporate Governance for inviting me to join Jennifer MacDougall and Jessica Goldman in a panel discussion about how to prepare corporate meeting minutes.

A great question audience was about the practice of having the meeting minutes reflect that the Directors were unanimous in approving a decision. Unless unanimity was necessary to carry the matter (which should be very rare), it seems procedurally sufficient to indicate that the item was approved and not to indicate the vote was unanimous.

What do you think is best practice when indicating approvals in board minutes?

Do you record the vote count?

Do you record that the vote is unanimous?

So-called unanimous written consents typically require unanimous participation, not unanimous agreement. It’s more of a quorum threshold than an approval threshold. In that situation, unlike a meeting, the vote count is always recorded.

The Essentials Express program covered the basics of #corporategovernance for attendees in Las Vegas. It’s a great program for corporate secretaries and other governance professionals.