Minutes of the meeting indicates and represents the concise summary of the proceedings of a meeting. Apart from being fair and accurate, minutes of the meeting must convey why, how and what has been concluded in reference to every business transaction at the meeting. Minutes kept in conformity to the provisions of the Companies Act 2013 affirms the recorded proceedings.
As a well-maintained minutes book saves the time of paralegals and attorneys, it is vital to keep the track of “Minutes”. Clause (1) of Part II of the Second Schedule to the Company Secretaries Act, 1980 states that every practicing firm with practicing company secretaries shall focus on register maintenance and take care of the attestation[/certification]1 services provided by him/her/it.
Important Points for Maintaining Minutes
- A company must follow a consistent form of maintaining the Minutes. Any modification in the form shall be authorized by the Board.
- For meetings of the board and its Committees, a separate minutes book shall be maintained
- Minutes in electronic form shall also be maintained along with Timestamp.
- Company is free to maintain its minutes in physical or in electronic form.
- Resolutions by the postal ballot are also required to be recorded in the minutes of general meetings
The books for minutes of meeting can be maintained physically or electronically. The accuracy in summary sheets defines high level of professionalism and can also increase efficiency in an organization. A well-maintained minute book should be made and handled with utmost care. It should consist of an index sheet listing sections, written or numbered tabs. The documents in the minute books should be presented in the chronological order.
It’s imperative to know that minutes of the meeting should be recorded in a simple and clear language that can be understood by anyone. Moreover, the resolutions are needed to be written in the present tense. If the board makes decision based on certain papers presented before it, the Company Secretary needs to properly identify such papers. After the identification, it’s important to refer those papers or the decision taken by the board in the minutes book.
Whether a company manages the minutes of meeting physically or electronically, its minutes of book should contain a copy of the partnership agreement, votes of the Partners, IRS filings, ownership interests records and also the annual reports, in case they are applicable. Partnership agreement and Certificate of Limited Partnership are the best sources to be relied upon for summary sheet information.
Frequently Asked Questions
Q1. Do Non-Profit Corporations Need to Maintain the Minutes of Meeting?
Ans: Yes, Non-Profit Corporations are required to maintain the minutes of meeting as per the Maine Nonprofit Corporations Act. According to the act, minutes must be maintained for every meeting of the Board, members and any committee that has the same authority of the Board.
Q2. Is it Important to Get the Minutes of Meeting Reviewed by an Attorney?
Ans: Legal review of minutes is expensive and also not required as such. Although, if there is any issue that needs to be discussed specifically, it’s wise to to get the minutes of meeting reviewed by an attorney.
Q3. Why is it Significant to Get the Minutes of Meeting Approved by the Board?
Ans: It is significant to get the minutes of meeting approved by the board as it ensures that all the important discussions and decisions are accurately recorded. With this, the Board can correct the errors or indiscretions if there are any. Apart from this, it is an important thing to know that “approved” minutes comes with legal weight.