Do Corporate Minutes Include Chat Messages?

A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board".  Cal. Corp. Code § 1500.  Minutes are required to be open to inspection upon the written demand of any shareholder (or holder of a voting trust certificate) at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate.  Cal. Corp. Code § 1601(a)(1).  

The General Corporation Law, however, fails to define the most fundamental term in these statutes - "minutes".   Etymologically, "minutes" are small writings (minutus is the Latin singular, passive participle of minuere, which means to make small or diminish).  Thus, minutes might be viewed as the notes or summary of a proceeding, as opposed to a full transcript. 

Typically, the corporate bylaws will charge the secretary with the duty of creating and maintaining minutes.  Indeed, Section 314 provides that minutes certified to be a true copy "by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of the adoption of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein". 

What if board or committee members are communicating by chat or instant messaging before, during, or after a meeting?  Are those chats and messages minutes?  In a recent unpublished decision involving the analogous inspection statute (Corp. Code § 6333)  under the Nonprofit Public Corporation Law, a Court of Appeal said "no":

The trial court held that chat room records were not encompassed by section 6333.  We find no error in this ruling. Han asserts that “proceedings” constitute “an official record of things said or done,” but she offers no suggestion that the chat room was used for committee “proceedings” as opposed to informal conversation. Indeed, the only evidence Han relies upon is a page purportedly from the chat room, giving notice about the time and date for a meeting. KAFLA represented in the trial court that it produced all meeting minutes in its possession.  Thus, the court's determination that KAFLA complied with section 6333 with respect to meeting minutes is supported by substantial evidence.

Han v. Korean Am. Fed'n of Los Angeles, Inc., No. B323748, 2023 WL 6456374, at *14 (Cal. Ct. App. Oct. 4, 2023)