Taking good meeting can keep you, your organization and your directors out of court. Taking meeting minutes is not just convenience – it’s an important part of governance. Critically, it’s subject to requirements under Section 251A of the Corporations Act . Failure to meet these requirements can put your organisation in legal peril.
More broadly – and less alarmingly – effective minute-taking is effective governance tool, as timely and accurate minutes can help your organisation track its progress against strategic objectives, record its deliberations and decisions, and demonstrate that directors are properly discharging their duties.
Template of Meeting Minutes
There is no standardised or legally mandated form or template for meeting minutes, but they must be produced and signed off by directors within 30 days of the meeting.
They function as a record of board deliberations, decisions and decisions. As such, accuracy is paramount. Importantly, they should not be taken by directors. Once they’ve been completed, there’s no need for directors to review their own meeting notes (in fact, separate meeting notes may be used as evidence in the case of legal action or inquiry).
Section 251 of the Corporation Act has several key requirements:
- Within one month, a minute book must be submitted that includes proceedings and resolutions arising from meetings of company members and of company directors; resolutions passed by company members or directors without a meeting; and, for proprietary companies with only one director, any declarations made by that director.
- Minutes must be signed “in a reasonable time” by either the chair of the meeting, or the chair of the next meeting.
Regarding votes, minutes should directors vote and the final outcome. They should therefore note when attendees enter and leave the meeting.
Accurate meeting minutes offer protection
As meeting minutes stands as the official record of the board’s actions and decisions, they can demonstrate that the board is dispensing its fiduciary duty to act in the organisation’s best interest. They also offer legal protection if questions concerning audit or taxation arise.
Finally, a court wants to rely on minutes when deciding whether or not a board has happened. matters not recorded in minutes will not be taken.
Inaccurate meeting minutes create risk
There are many examples that demonstrate the risks associated with poor minute-taking. In the case Australian Securities and Investments Commission v Macdonald (No 11)  NSWSC 287 (ASIC v Macdonald), the NSW Supreme Court held that minutes of a meeting could not be relied on as evidence, as they were signed some 51 days after the meeting – by the Corporations Act .
ASX’s announcement was false and misleading, and that the directors had breached Section 180 (1) of the Corporations Act .
More recently, the Royal Commission on Banking, Superannuation and Financial Services Industry saw bank executives – including CBA chair Catherine Livingstone and NAB chair Ken Henry –
Possibilities of legal action and being found in breach of the corporations act, poor minute-taking can pose further problems and risks.
Boards must be prepared, as well as the reasoning behind them. In one sense, this is simply good governance. But in a time of increased shareholder activism, it’s also an effective way to ensure shareholder information requests, and thus to cement a trusted relationship with the organisation’s investors.
Finally, there may be security risks relating to how your organisation prepares, shares and stores its minutes. Handwritten notes may or may not be accurate. Word or Google documents by email or online is inherently insecure.
Fortunately, there is a simple way to manage these risks.
How to take meeting minutes
The best way to prepare, distribute and store your meeting minutes with a digital solution, like Diligent Minutes . By streamlining the note-taking process and providing a secure way to save and share them, your organisation – and your board – it can be timely, accurate and in compliance with all legal and regulatory requirements.
Diligent Minutes uses a flexible template that automatically populates certain fields, like company details and logos, dates and attendees’ names and other details. Documents may be pulled out in real-time, and everything is auto-saved.
Action items and lists can be created on the fly and reminders automatically sent to the relevant directors; votes conducted using Diligent Boards can be sent out; and security is baked in.
There’s simply no reason to persist with inefficient, insecure note-taking and minute-taking systems. Update your organisation to enjoy the simplicity and security of a modern, purpose-built platform.
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