The Board or committees of any company act through organized and structured meetings.
Meetings are not just perceived as “things to tick-off” and are, in essence, the manner in which company itself must act and evidence such action.
Obligations in relation to such actions are controlled through the manner in which meetings are convened. This is why the minutes of a meeting become the official recording of the decisioning and rationale underlying the actions.
Minutes of the meeting may be maintained in physical or electronic form and are essential to safeguard against future disputes as to what had taken place at the meeting and hence should be recorded with utmost care.
Minutes are a critical evidentiary record of the governance of a company, which is also why they are entirely admissible in the court of law as evidence.
This background will probably help you understand the key requirements, some of which are mentioned below;
- Chairman of the meeting shall exercise absolute discretion with regard to the inclusion or non-inclusion of any matter in the minutes. The Chairman to exclude any matter that may be defamatory, irrelevant, immaterial or detrimental to the interests of the company but if any director dissents on any agenda item, the Chairman is duty-bound to record such dissent. This is why Affinisio(CMM) integrates dissent management functionality that enables all parties to have proof of such dissent for the records.
- Minutes maintained shall be final and valid and admissible as evidence in the court of law of the proceedings recorded therein unless proven otherwise. The onus of proof is on the questioner of the meeting minutes – tools like Affinisio(CMM) help ensure that this proves to be an extremely heavy burden of proof (near-impossible, in fact).
To maintain the integrity and evidentiary value of the minutes, secretarial standards include several safeguards and directives on drafting the minutes of the meeting:
- concise details of the nature of business transacted,
- clear and plain language synopsis of discussions,
- brief, factual and free from ambiguity,
- verbatim accounts of discussions on resolutions passed is unnecessary,
- detailed accounts of views expressed is unnecessary,
- referencing names of the Directors speaking on the resolutions is unnecessary,
- exact wording of the formal resolutions passed is critical,
- details of decisions taken
- written in third person
- written in past tense (except for resolutions which are to be in present tense).
- in your preferred language
That is why Affinisio(CMM) keeps AI-based summarization as optional (though we fully support it if you want it) and instead focuses on template-based quick-creation of agenda or matters (or both) so that there is zero ambiguity between what is intended to be passed and what is actually passed.
Apart from business items as per the agenda, minutes should contain:
- Record of election of the Chairman of the meeting,
- Availability of quorum,
- Names of those who have sought and granted leave of absence,
- Mode of attendance for each, stating the location and mode of participation,
- Noting of previous minutes,
- Noting of previously passed circular resolutions,
- Presence of any interested director,
- Details of dissent and name of dissenter
- Details of abstention from voting,
- Ratification of meetings held at shorter notice,
- Disclosures of Interest,
- Noting of resignation,
- Disqualification from or vacation of office of Directors,
- Whether a resolution has been passed unanimously or by majority.
… and, of course, a set of standards in relation to safekeeping, maintenance and access.
Affinisio(CMM) includes functionalities to manage it ALL.
What’s more, to give you the best of both worlds, Affinisio(CMM) enables you to get extractable versions of agenda and minutes out of the system into familiar word-processors like MS Word. Extract, print, circulate and attach to the meeting agendas (including when sending a Notice through Affinisio(CMM)) while retaining all the benefits of paperless centralization and structured automation.
