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Company minute books (Content of minutes (The Quorum (The minimum number…
Company minute books
Content of minutes
Type of meeting
Usually will be recorded, followed by when and where the meeting was held. The time of the meeting may also be noted
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Apologies
Received from those persons who were entitled to attend but who are unable to do so and have pre-advised the meeting of their absence. In addition, it may be noted in the minute's details of those persons from whom apologies were not received
The Quorum
The minimum number of directors at a board meeting or the minimum number of voting members at a GM that should be present, at the beginning of the meeting, for decisions to be considered, voted upon and resolved
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Failure to have a sufficient quorum will mean that whilst the meeting could go ahead, there would be little point because no votes or decisions would be valid and binding on the company
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Previous minutes
The fact that the chairman or even the secretary read the minutes of the previous meeting would then usually be recored. The chairperson may also sign the minutes of the pervious meeting if this has had not already been done
Any matters arising from the minutes of the previous meeting would then be covered as separate agenda items
Disclosure of interests
It has become increasingly common practice for CSPs in offshore jurisdictions to introduce the need for directors of the company to disclose to the Board any transaction or proposed transaction involving a personal interest in order to record any conflicts of interest. It may also call into question the validity of that person's vote
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Signature and filing
Usually the chairperson of the meeting signs the minutes or all the attendees may sign the minutes, although this may be deferred until the next meeting
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Often there will be a separate book for directors' and members' minutes as members do not have an automatic right to inspect the board minutes
Preparing minutes
Under company law, in the majority of offshore jurisdictions, every company should prepare minutes to record details of all decisions resolved at the company's GM and board meetings as soon as reasonably practicable
It is becoming common practice that the minutes of meetings are either approved or signed by those present at the meeting at which the proceedings were conducted or by those present at the next meeting
Under some offshore jurisdictions, if a company fails to comply with preparing minutes, the company and every officer of the company who is held in default may be guilty of an offence and liable on conviction to a fine and/or imprisonment or both
Recording the decisions
Administrative and legal problems could result if a decision has been taken which the company then acts on but there is no record of the directors that decision
The minutes provide a record of when and where a meeting was held, who was present, what was discussed and what matters were subsequently decided
When preparing minutes it is usual for CSPs to split the content of the minute into two sections which may be referred to as the preamble and the actual resolutions. The preamble usually describes the key facts or discussion points. The resolution usually records the decision of the directors
Section 355 of CA2006 requires every company to keep minutes of the proceedings of its GMs and under s. 248 of CA2006 to keep minutes of the meetings of its directors
These should be kept for at least ten years from the date of the meeting. If it fails to do so, the company and every officer in default may be liable for a fine
Sections 249 and 356 states that the minutes of the meetings which have been signed by the chairperson of the meeting (or signed at the next meeting by the chairperson) are evidence of its proceedings
In the case of any dispute to the continue t of any minutes, further proof may be needed or produced to correct the minutes even though they may have previously been signed by the chairperson
To prevent subsequent arguments over a matter which cannot be proved or disproved afterwards, the constitutional documentation of the company may introduce a regulation to provide that the minutes are conclusive evidence of the business transacted at a meeting in certain circumstances