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Minute books - Coggle Diagram
Minute books
Security
Other than a requirement to keep minutes of meetings there is no further obligation imposed on companies, as a result the minutes may be kept in any format, hard copy or electronic
The type of minute book kept by the company will depend on the size and procedures of the company concerned. For private companies they may be kept in bound books either hand written or with typed sheets of paper pasted into the bound book with the pages serially numbered. It may be convinient for the minutes to be numbered consecutively from number 1 upwards throughout the book
Larger public companies generally use loose-leaf minute books. Again it is recommended that the pages are numbered serially and the minutes numbered consecutively. Some companies also maintain an index at the back of the minute book giving reference to the items covered by the minutes.
Minuts of GM should be kept separate from board minutes since members have a right to inspect the minutes of GM but not of board meeting
However the minutes are kept they must be kept securely with the restricted access as the directors minutes in particular may contain sensitive information
Larger business will circulate a pack of information to support the agenda and provide background information on the topics for discussions. Although these packs do not form part of the minutes, they should be retained as they are frequently referred to in the minutes and will also provide evidence of the verification, due diligence and factors taken into consideration by the directors when deciding on any particular course of action. Like the minutes, these board packs contain confidential and sensitive information and must be kept securely
Access rights
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They do exercise the authorities of the company and accordingly have the general right and are entitlted to have access to any records they wish to view for as long as they remain a director and will this extent to minutes of meetings
Members and class members have the right to inspect the members and class minutes and records free of charge, if they require copies of any of the records there is a fee payable
Auditors have a general right of access to all the companys books and records and this extends to minutes and records of proceedings of both directors and members meetings
Various regulatory bodies have the right to either request that various documents are provided to them, including minutes of meetings of the directors or members and some many have the right to undertake searches for those documents
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Where kept
There are no statutory provisions nor any reference in the Model Articles as to where copies of directors minutes should be kept and it is for each company to decide for itself
Security of the minutes is one of the responsibilities of the CS and the original hard copy signed minutes are often kept securely with other sensitive documents under the control of the CS
The records of members GM, class meetings, decisions, resolutions and decisions of any sole member must be kept available for inspection at either the company's registered office or its SAIL address. Where the records have not aways been kept at the RO, the company must notify the Registrar of the location where these records may be inspected
Directors, members and class minutes and records must be kept for a minimum of 10 years from the date of the meeting, resolution or decision
Companies are required by CA2006 s.248 to maintain minutes of all meetings of the directors and for these to be available for inspection by any director
This requirement relates to all formal directors meeting or meetings intended to approve a directors resolution
Informal gatherings or executive management meetings are not formal directors meetings and although it may be desired to keep a record of decisions and actions, there is no requirement to minute these meetings
There is no provision or right for the members to have access to minutes of meetings of the directors
The taking of minutes and their maintenance and safekeeping is one of the core duties of the company secretary
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