Minutes and minute books

Question 1

What types of meetings, by law, are companies required to record in terms of meeting minutes?

Answer 1

Companies are REQUIRED BY LAW to keep minutes of
1. Meetings of their directors (CA2006 s. 248)
2. General meetings of their members (CA2006 s.
355(1)(b))
3. Written resolutions of the members
(CA2006 s. 355(1)(a))
or
4. decisions of any sole member (CA2006 s. 355) or sole member of a class (CA2006 s.359)

There is no legal requirement to minute committee meetings however it is UNWISE not to do so.

Question 2

Why should companies keep minutes?

Answer 2

EVIDENCE

Minutes of meetings of the directors recorded and retained in accordance with CA2006 s. 248 and authenticated by the chair of the next directors’ meeting are evidence (in Scotland sufficient evidence) of the proceedings of the meeting (CA2006 s. 249(1)).

Provided the minutes have been properly recorded then until the contrary is proved the meeting is deemed duly held and convened, the proceedings to have taken place and any
appointments made at the meeting are deemed valid (CA2006 s. 249)

Director and company secretary change which mean that minutes provide the only long term account of what took place at meetings.

They provide a historic record of significant events and decisions of a company. For and against.

Question 3

Do you have to minute written resolutions?

Answer 3

WRITTEN RESOLUTIONS

Where decisions are taken by written resolution no need for minutes but instead copies of the resolutions signed by the directors to signify their consent.

Resolutions only contain details of the decisions to be approved and may also contain a briefing of the relevant subject matter. Written resolutions do not however contain any discussion of the subject matter as there is no forum for any such discussion.

Question 4

What 6 ‘C’s’ should minutes be?

Answer 4

1. CLARITY
2. COHERENCE
3. CONCISE
4. CONSISTENT
5. COMPLETE
6. CORRECT

Question 5

Can an audio recording be used instead of minutes?

Answer 5

This is not generally recommended as it may be called upon in court and provide discussions in addition to what the minutes would record.

Question 6

There are two parts of minute minutes, static and variable. What type of information would you find included in static part of the meeting minutes?

Answer 6

Static information would include;
Name, address, time of the meeting, name of the company, who the chair was, who were the attendees, was it quorate, signature block for chair.

Variable data is the business of the meeting that changes regularly.