Board Meeting Minutes – Take a Minute to Find Out Your Obligations

Minutes are a physical record of decisions made and actions agreed upon in a meeting, and are often relied upon for future reference. The Corporations Act 2001 (Cth) (the Act) states that “a minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved”. For this reason, minutes must be accurate, informative and easy to navigate, as they can provide crucial support in the event of an audit or future legal proceedings.

Requirements for a Company

The Act stipulates requirements for organisations in regards to recording and signing minutes. These requirements include:

1.A company must keep minute books which it records within one month:

(a)         proceedings and resolutions of meetings of the company’s directors and members;

(b)         resolutions passed by directors or members without a meeting; and

(c)         in the case of a company with only one director, the making of declarations by the director.

2. The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a)         the chair of the meeting;

(b)         the chair of the next meeting.

Requirements for Incorporated Associations

Similar rules apply for incorporated associations in the ACT, pursuant to the Associations Incorporation Act 1991(ACT) (Associations Act) and the Associations Incorporation Regulation 1991 (ACT) (the Regulations). The model rules under the Associations Act require the secretary of an association to keep minutes of:

(a)         all elections and appointments of office-bearers and ordinary committee members;

(b)         the names of members of the committee present at a committee meeting or general meeting; and

(c)         all proceedings at committee meetings and general meetings.

The minutes of proceedings at a meeting must be signed off either by the person presiding at a meeting or by the person presiding at the next meeting.

Items to Include in Minutes

Minutes of meetings should preferably include the following information:

  • Name of the organisation
  • Date, time and location of the meeting
  • Confirmation that a quorum was present
  • List of people present/apologies
  • Any resolutions passed or delegated
  • A record of what actions were taken and what was accomplished, not a record of conversations.

Minutes should also contain a statement confirming if the previous meetings minutes have been read and approved. When the meeting agrees that the minutes are correct and a true record of the meeting, the Chair should sign the minute, as well as date and initial each page. Once this has been completed, no more alterations can be made to the minutes.

To ensure compliance with the legislative requirements, it is good practice for corporations to have in their by-laws a policy which sets out what information must be included in their minutes and how to record them. A policy should also be maintained which among other things, sets out:

  • how long the minutes should be kept
  • who is responsible for the minutes
  • the timing for completion and distribution of minutes
  • processes to ensure compliance with the relevant legislation for taking, keeping, and approving financials.

Our Corporate and Commercial Advisory Team can assist you with ensuring that your legal obligations are met with keeping minutes and help you with implementing policies to do so, as well as with your other governance obligations under the Corporations and the Associations Acts.

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