Chapter 11 - Minutes And Minute Books

Question 1

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

Answer 1

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

Question 2

Is it necessary to record attendees at directors’ 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 the purpose of keeping directors’ 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 or after 1 October 2007?

Answer 5

Permanently and 10 years respectively

Question 6

What are the 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?

Answer 7

Ten years