5 Comments

  1. Roy currie
    January 10, 2015 @ 12:26 pm

    The solution could be to draw up the minutes as soon as practicable and if that is after the first meeting has ended circulate the minutes to attendees by email and ask them to confirm them a true record of the meeting within … days or submit corrections. Failure to respond could be deemed to mean the minutes are correct. These processes may need to be built into the entities constitution….

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  2. Don Christie
    January 11, 2015 @ 3:23 pm

    My understanding is that the Board adopts the minutes as a correct record of what was resolved at the last Board meeting.
    I believe papers being put to the Board should have a proposed resolution which is adopted, rejected or amended at the time of consideration.
    The operative resolution is then clearly made at the first meeting and management has a clear mandate to execute otherwise management is subject to the vagaries of the secretaries and the assorted directors recollections

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  3. Jason Binder
    January 12, 2015 @ 7:59 am

    Just because the minutes are being confirmed, doesn’t mean the actions within them are being authorised for action. That’s what the meeting is for. The minutes are only a record of the meeting (and decisions) and the only purpose of confirming minutes is to confirm that the record of the meeting is true and accurate; and of course those that were in the meeting want to be properly represented by history.

    Also, there may be no requirement by law to have minutes but that doesnt mean there is no legal purpose for having them. Those authorised records come in quite handy for all sorts of litigious reasons.

    There might be a few ning nongs here and there that don’t use minutes only as a record but that doesn’t mean throw the baby out with the bath water.

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  4. Christine Jankus
    January 12, 2015 @ 10:30 am

    An interesting discussion not so much about minutes, but the framing of resolutions and/or the effectiveness of the chairperson.

    The point about the minutes being a record is correct.

    The Corporations Act 2001 requires the keeping of minutes to record the proceedings and resolutions of the meeting. The minutes do not make the resolution effective. Minutes are also required to be signed. See section 251A Corporations Act.

    Under the South Australian Associations Incorporation Act, there is a similar provision requiring the keeping of minutes. (section 51)

    If it is that the Board does not want a resolution actioned until the minutes then are signed, then this must form part of the resolution. If however there has not been an effective decision made, the minutes must also record this in the appropriate form. For example, decision deferred.

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  5. Arthur Rieman
    January 16, 2015 @ 5:52 am

    In order for a board to meet the rebuttable presumption under § 4958 of the Tax Code, minutes of a meeting documenting that the board satisfied the other requirements under the presumption must be approved by the board or committee within 60 days of the meeting. Here in California, the Attorney General’s Charitable Trust division – which is vigilant in regulating charities – discounts the validity of minutes if they have not been approved by the board or committee at its next meeting. It also discounts their validity if that approval comes long after the meeting (e.g., a year later).

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