Your WBENC recertification officer just sent you a request to upload the minutes from your annual Board of Directors meeting and election. What exactly are they looking for, and why?
Note: This article is specifically for corporations. LLCs are governed by an operating agreement and Member list, rather than bylaws and a Board of Directors.
Am I really supposed to elect my Board of Directors each year?
Annual elections are a requirement for many corporations, whether you know it or not. Take a look in your bylaws. There’s a good chance that they outline a requirement for electing your Board each year.
The good news is that this doesn’t have to be complicated. You don’t need to have a fancy meeting, especially if your Board is a small group of 2-3 people… or perhaps just you.
Why do I have to submit this to WBENC?
Titles change. People move jobs. And while your reviewing officer is easily able to see whether your ownership has changed by looking at the K1s on your tax return, there’s no easy way for them to see if your Board of Directors has changed at all. After all, your Board are the decision makers in your company. That’s where these minutes come in.
They don’t need to be long, they just need to clearly state, “here’s who is in charge this year.”
So what exactly are we looking for?
A simple documentation of:
• Who will be on the Board in the coming/current year
• What their titles will be
• And approval from the shareholders, signed
