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.
Approve the minutes: Once corrections are complete, the chair asks for a motion to approve the minutes. One member makes the motion, a second member approves it, and the chair calls for a vote. The approval of meeting minutes goes through with a majority vote.
The company must also ensure that the minutes of a directors' meeting are signed by the chair of the meeting (or the chair of the next meeting) within a reasonable time. If minutes are recorded and signed in this way, they are evidence of the proceedings and resolutions passed, unless the contrary is proved.
In most cases, the meeting secretary will sign the approved copy of the minutes, while some boards require all present board members to sign the approved minutes.
Minutes are not supposed to be verbatim and including too much detail may only provide ammunition that may be used against the board in a lawsuit. However, with too little detail the minutes may be useless and may leave an impression that the board did not adequately consider one or more matters.
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).
What information do board meeting minutes contain? Meeting date, time and location. Type of meeting. Names and titles of attendees and guests. Any absent board directors. Quorum. Notes about directors who left early or re-entered the meeting. Board approvals, resolutions and acceptance of reports. Overview of discussions.
They are legally required to include these details: Date, time, and location of the meeting. Record of notice of board meeting provision and acknowledgment. Names of attendees and absentees, including guests. Approval of previous meeting minutes.
Boards turn to meeting minutes as an official record of the discussions, decisions and actions agreed upon during a meeting. Likewise, minutes are essential in defending the board during legal action or regulatory scrutiny.
There is no general requirement that board minutes be public – though some countries have laws that they must be available to members. However, not-for-profit organisations earn trust by being open about how they handle the public trust that has been granted to them.