Chapter 11 - Minutes and minute books

Question 1

Is it acceptable for minutes of directors and members to simply record decisions?

Answer 1

No, the reasoning behind decision must be recorded also, to provide context for those not at the meeting.

Question 2

Is it necessary to record attendance at director’s meetings?

Answer 2

Whilst not a legislative requirement, keeping a record of attendees is considered best practice.

Question 3

Why should a record of votes for and against resolutions be maintained?

Answer 3

Recording the votes cast in respect of a resolution in the minutes is conclusive evidence of the vote unless a different result can be proved.

Question 4

What is purpose of keeping director’s minutes?

Answer 4

To keep a permanent record of the decisions of the directors and ideally a sense of the discussions and reasons for any decisions reached.

Question 5

What are the differing minute retention periods for meetings held before 01.10.2007?

Answer 5

Permanently and 10 years retrospectively.

Question 6

What are dangers of not keeping minute books secure?

Answer 6

Loss of confidentiality, total loss or tampering and alteration

Question 7

How long must a company keep its original, authenticated minutes?