Form with which the board of directors of a corporation records the contents of its first meeting.
Form with which the board of directors of a corporation records the contents of its first meeting.
Any board member can take board meeting minutes, although it is typically the responsibility of the board secretary.
How Detailed Should Meeting Minutes Be? It is not appropriate to record everything board members say at a meeting. Minutes should only summarize the major points of a meeting relative to the board's actions and decisions.
Board meeting minutes are not only essential for effective governance; they are also legally required in many jurisdictions around the world. These records serve as a vital resource for audits, legal disputes, and shareholder oversight.
Board meeting minutes are an objective record of what took place during a board meeting. The minutes are typically used for internal purposes like record-keeping and for posterity. Minutes can serve to inform future meetings and recall what was discussed, agreed upon or dismissed by a company's board members.
A board meeting is a formal gathering of a company's board of directors, which is when crucial agenda items will be discussed and actioned. Because of its importance, board meeting minutes are an absolute necessity, not just from a practical standpoint, but also from a legal one.
Robert's Rules (Section -16) state that “the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.” Minutes are not transcripts of meetings; rather, the document contains a record of actions taken by the body, organized by the meeting's order of business (agenda).
Board meeting minutes are important because they're a record of the conversations, reports and decisions the board engaged in during each meeting. This is a helpful tool for those who miss a meeting, but it's also a legal requirement.
As always, the minutes should be kept contemporaneously – meaning by the next Board meeting or 60 days, whichever is later. This communication is provided by the DC Bar Pro Bono Center and the authors as a public service solely for informational purposes, without any representation that it is accurate or complete.
The board secretary typically signs the minutes once approved. In some organizations, the chairperson or presiding officer may also sign, especially if required by bylaws or regulations.
The Companies Act 2006 (CA 2006) requires that all companies record proceedings of directors' meetings and failure to do so is a criminal offence for the directors.