“Board Minutes: Should You Document That Directors Can Hear During Online Meetings?” from Perkins Coie provides guidance to corporate secretaries on how to document in the minutes directors’ presence at telephonic or online board or committee meetings in a manner that comports with state law and the company’s bylaws. A typical bylaws provision defines “presence” in relation to all persons in the meeting being able to hear each other and to be heard. The post offers alternative approaches to documenting directors’ “presence” for those who choose to expressly document this in the minutes. Absent explicit language in the minutes, directors’ presence at the meeting implies that they were able to hear and be heard.
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This post first appeared in the weekly Society Alert!