by Steven W. Allen, J.D.

WORDS

Perhaps you remember that commercial which began: “People do judge you
by the words you use!” As an author and an attorney, I love words, I work
with words, I help others with words. Words are my tools.

A word is defined in Webster’s Encyclopedic Unabridged Dictionary of the
English Language (1985) as: “Word – wurd, n., a unit of language,
consisting of one or more spoken sounds or their written representation,
that can stand as a complete utterance or can be separated from the
elements that accompany it in an utterance of other such units.”

Don’t you just love it? Words are units of language. “Language, lang’gwij,
noun, the body of words and systems for their use common to a people who
are of the same community or nation, the same geographical area or the same
cultural tradition.”

So I was trolling (rolling, turning, driving about) in the dictionary this
morning just for some fun and some information. I did this because I was
asked to explain to you a little bit about the beauty and necessity of
“Minutes.”

In this context, the word minute means: min’it, noun “the official record
of the proceedings at a meeting of a society, committee, or other group.”
As such it is applied to the minutes of a meeting of officers or directors
or member of a business or company.

A company is “a number of persons united or incorporated for joint action,
especially for business.” So if you have a company, you may have a separate
business entity such as a corporation, a limited liability company, a
limited partnership, or other joint venture.

Companies have distinct tax benefits, asset protection characteristics, and
valuation procedures. To keep such benefits, companies are required to keep
written records of their business decisions known as “minutes.” Such
records set these companies apart as separate and distinct entities for a
business purpose. Companies must meet at least annually, and more often for
unique or major business decisions.

If your company doesn’t keep accurate minutes of the annual or major
decisions, this company can be considered not to exist as a separate and
distinct entity for business purposes. That means the company loses its tax
benefits and its asset protection benefits.

“Asset, (as’est) noun, a useful thing or quality, a single item of
ownership having exchange value.” The things your company uses or that you
use personally.

“Protect, (pro tekt’) verb, to defend or guard from attack, invasion, loss
or annoyance, insult, etc.”

Companies are judged by the words they use. And they may be judged (by a
court of law) by the words they don’t use, or minutes they don’t have. Keep
up the minutes. Defend your company and your things from attack, invasion,
loss or annoyance, insult, etc. You will be judged by the words you use.