Minutes: be clear about what you are confirming

Minutes: be clear about what you are confirming

The prime purpose of a board (committee) or members’ meeting is to make decisions.

The prime purpose of the minutes of that meeting is to record those decisions.

The law says that you don’t need to wait for the second before you can take action on the first.   As soon as the meeting decides, then go and do[i].

We knew that there were people, some quite experienced, who thought otherwise; that is, they believed that the decisions were not final until not only after the minutes had been drawn up, but after the minutes had been considered at the next meeting.

But after accidentally finding this statement by Moreland Council in Victoria, maybe this group is more numerous than we thought:

These proposed minutes for the Council meetings are yet to be approved by Council and are subject to change. Information and decisions contained in these minutes should not be actioned until formally adopted at the next Ordinary Council meeting. Council is not liable for actions or decisions made based on the proposed minutes[ii] .

Mind you, I don’t think this Council could practice what they preach. Under a heading ‘Urgent Business’, they resolved to consider a particular report

because it relates to a matter that has arisen since the distribution of the agenda and cannot safely or conveniently be deferred to the next Council meeting.

This subsequent resolution, containing two adoptions, one delegation, two requests, and one notification, surely would have led to some action prior to the next meeting[iii].

And such is the case with virtually all board (committee) and members’ meetings.

The solution? Well, the first thing to realise is that it’s likely that there is no legal requirement for you to have minutes approved (whatever you are approving). There isn’t for companies. So you could try dispensing with the practice. However, as they will still need to be signed by the chair, and the chair is likely to want to share the risk, there’s a good chance they will stay on the agenda.

Next best then is to get the chair to sign the minutes at the end of the meeting. If you avoid the narrative style of minutes – which I strongly recommend you do – then with a bit of re-engineering and commitment, this should be possible.

Whether or not you do this though, the solution I recommend to avoid a duplication of the Moreland Council thinking is this: change your language.

Have a look at your agenda. Odds on you have, near the top, something about ‘confirming’ or ‘approving’ the minutes of the previous meeting. The problem is that this can give the reader the impression that the decisions of that meeting need a decision of this meeting to make them authoritative. (The Australian charity regulator recommends ‘acceptance’ as the action required[iv], but this still leaves what is being accepted open to interpretation.)

We need to say that it is the accuracy of the recording that is in question, nothing else. So we would merely add ‘the accuracy of the’ as a qualifier of ‘minutes’. The motion then becomes

‘That the minutes of (date) be accepted as an accurate record.’

What do you think?

 

 

 

 

 

[i] See, for instance, http://www.findlaw.com.au/articles/259/the-binding-nature-of-minutes-of-meetings.aspx, accessed 9.01.2015]

[ii] http://www.moreland.vic.gov.au/about-council/council-and-committee-meetings/council-meetings/council-meeting-minutes.html, accessed 8 January 2015

[iii] Council minutes 10 December 2014 – Proposed (DOC 363Kb), http://www.moreland.vic.gov.au/about-council/council-and-committee-meetings/council-meetings/council-meeting-minutes.html, accessed 8 January 2015

[iv]http://www.acnc.gov.au/ACNC/Publications/Templates/Template_AGMagenda.aspx, accessed 9.01.2015.

 

5 thoughts on “Minutes: be clear about what you are confirming

  1. Roy currie

    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….

  2. Don Christie

    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

  3. Jason Binder

    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.

  4. Christine Jankus

    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.

  5. Arthur Rieman

    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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