SIGNING MINUTES

Once approved by the board, the minutes must be signed by the secretary or assistant secretary. Corp. Code §7215 By signing the minutes, the secretary is indicating the meeting was held and the votes by the board occurred as recorded in the minutes. It does not mean the secretary personally agrees with every decision made by the board.

The secretary cannot refuse to sign the minutes because he/she disagrees with a particular decision. The secretary is simply affirming that the minutes were approved by the board of directors. See sample minutes. If a secretary refuses to carry out his/her duties, the board can replace the secretary. 

Once signed, the minutes become prima facie evidence of the matters contained in the minutes.

Updated by ADAMS KESSLER 8/3/2008