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Required information in minutes - Coggle Diagram
Required information in minutes
It is clear from legislation that it is essential that a proper record is kept of all decisions of the members and directors of the company and that there can be no doubt as to the veracity of the minutes and consequently of the decisions taken unless a contrary position can be proved. This requirement for proof goes beyond any suggestion or the recollection of those present as actual proof is required to overturn any minuted decisions
The Act makes no provision for directors to take decisions by WR and any such authority will derive from the Articles or under common law
The Act and the Articles are silent on the details of what constitutes minutes and it is for each company to decide for themselves the style, content and format of the minutes. On the face of it, taking minutes should be a simple task to prepare a synopsis of the discussions held and to record decisions made the meeting
The company secretary needs to have a sixth sense to interpret the mood of the meeting and the individuals present and the near invisible body language intended to indicate the detail of the minutes or even whether minutes of the discussion are required at all
It can be very useful for the company secretary to have a pre-meeting with key directors as this will often enable the CS to include in the minutes those key items that the director did not mention at the meeting but are known to all present and are important to be recorded as part of the decision making process
Minutes of meetings of the directors recorded and retained in accordance with CA2006 s.248 and authenticated by the chair of the next directors meeting are evidence of the proceedings of the meeting
Provided the minutes have been properly recorded, then until the contrary is proved the meeting is deemed duly held and convened, the proceedings to have taken place and any appointments made at the meeting are deemed valid
Where the decisions are taken by written resolution there will be no minutes but instead one or more copies of the resolutions signed by the directors to signify their consent, by their nature WR only contain details of the decisions to eb approved and may also contain a briefing of the relevant subject matter. WR do not contain any discussion on the subject matter as there is no forum for an such discussion
Static data
Company name and registered number
Place, data and time the meeting commenced
Attendees
Identity of the person chairing the meeting
Confirmation that a quorum is present
Declaration of any specific potential conflicts of interests in matters to be discussed or changes of general potential conflicts of interest
Time meeting closes
For members meetings, it is not necessary for those present to declare any conflicts of interest. Additionally particuarly for meetings with large numbers of members present it is not necessary to identify in the minutes everyone that is present with some companies referring to the attendance list and others noting the number of members present
Variable data
Matters brought forward and action points from previous meetings
Review and approval for signature of minutes of previous meeting
Synopsis of discussions on matters on agenda action points, decisions made
Matters to be carried forward and action points
Any other business not on the agenda