Guide to board meetings and minute taking
A board meeting is a formal gathering of a company’s board of directors, which is when crucial agenda items will be discussed and actioned. Because of its importance, board meeting minutes are an absolute necessity, not just from a practical standpoint, but also from a legal one. Meeting notes influence what comes next, and provide proof of agreement should any issues arise further down the line.
In this article, we’ll look at how to take minutes for a meeting, as well as the legalities involved.
What is a board meeting?
Board meetings typically focus on the internal workings and decisions of a company, which is why they will involve the entire board of directors. Key agenda items relating to the business will often be discussed which is why this type of meeting will often require board meeting minutes to be kept.
Board meetings vs. general meetings: what’s the difference?
While a directors’ board meeting will only usually involve board members, the same cannot be said for an annual general meeting. In contrast, general meetings may also involve shareholders and key stakeholders. They will typically address wider company issues, such as changes to the company’s constitution or the appointment of auditors. The distinction is vital for understanding the scope and purpose of each type of meeting. Because these meetings will involve other stakeholders beyond the board of directors, making a note of meeting attendees, as well as written records of the discussion, is key.
Legal perspective: do you need to hold a board meeting?
While there may not be a legal requirement for a board of directors to meet at specific intervals, internal documents, such as the articles of association, may say otherwise. These articles provide directors with the power to manage the company’s business collectively and may require directors’ board meetings at specific intervals. Understanding these legal intricacies ensures compliance with corporate governance structures, especially if a record of the meeting and meeting notes are also required.
Legal necessities: is a board meeting mandatory?
Despite the lack of legal requirements when it comes to board member meetings, this should not matter. These meetings are essential to ensure a smooth continuation of business. However, some businesses may require board meetings and meeting notes included within the articles of association, which makes them as good as legal. To protect yourself and the business, you should ensure that all gatherings, regardless of what type of meeting it is, also have the date, time, and location included in the minutes, as well as a list of meeting attendees and those unable to attend.
Why formalities matter in board meetings
Formalities and structure are very important when it comes to key business meetings. They set expectations from the onset and ensure that each board member knows what to expect when walking into the room. While you may feel that having a written record of everything that is said during these meetings is a waste of time and resources, this accountability ensures that nothing to misinterpreted or twisted by somebody with poor intentions. There might be every chance that this never happens, but having proof from an impartial source provides peace of mind.
Can directors make informal decisions?
Whether or not a board member or company director can make an informal decision will depend on the business’s articles of association and the power provided to specific individuals. A sole director would typically be unable to authorise an acquisition without the approval of their peers, for example, but they may be allowed to authorise marketing or creative budgets if that is within their accepted remit. When it comes to directors’ board meetings and the power each director has, a clear understanding is key to ensuring business continuity.
The critical role of minute-taking in board meetings
Because the board of directors’ meetings are so important, having comprehensive written records of what is discussed is essential. Meeting notes serve as an official record of the meeting’s talking points, capturing all key decisions and discussions, as well as ensuring that everything complies with legal requirements. A skilled minutes taker is essential to accurately document the contents of the meeting, which is why a talented company secretary is such a valuable asset for any business wanting to operate effectively. Having clear and easy-to-understand notes provides accountability and proof of what’s happened, which is why all key information should be included in meeting minutes, which should then be freely available to all of those involved.
Legal implications of not keeping minutes
The law requires every company to take minutes of all proceedings at board meetings and to keep them for ten years from the date of the meeting. Every director would be committing an offence if the company does not comply with these requirements. Although these meetings are not legally required to happen, if they do, board of directors minutes and any supporting documents should be kept in case they’re later required.
How Moore Kingston Smith streamlines your boardroom process
At Moore Kingston Smith, our team specialise in providing expert advice for both corporate and private matters. We collaborate closely with other services offered across our organisation to offer comprehensive solutions to our clients.
From organising directors’ board meetings to explaining how to take minutes for a meeting in the most efficient way possible, Moore Kingston Smith is here to help. Understanding the legal requirements and best practices surrounding meeting notes and written records is paramount for businesses, so get in touch if you’d like to meet with a member of our team.