Directors will regularly meet to discuss business dealings and review ongoing matters relevant to the company.
 

The term Minutes is generally used to describe the document which details the proceedings and resolutions agreed to in a Board of Directors meeting. Minutes are usually prepared in the format of an agenda that states the date and time, venue, attendees (both executive and non-executive), the nominated Chairperson, and the person elected to scribe the Minutes during the meeting.
 

Under Corporations law, a company must record the ‘proceedings and resolutions’ of directors’ meetings within one month and they are signed by either the Chairman of that meeting or the following meeting. There is no legal requirement to confirm the minutes of the previous meeting, but as a general convention, at the next Board meeting those who were present at the previous meeting vote to confirm that the minutes are a true and correct record of proceedings.

Action items and other current matters before the Board will generally require a majority vote for a resolution to be passed/approved at during the meeting. In cases where the Directors appointed are an even number, the company Constitution will usually have a clause to decide such circumstances. For example, the Chairman has a deciding vote if there is an equality of votes.

Company officeholders should ensure procedures are in place so that minutes are recorded accurately. Failure to record signed minutes within one month is a strict liability offence punishable by a fine of up to 10 penalty units (i.e. $1,800) or imprisonment for three months.

Once the minutes have been signed they are taken to be evidence of the proceedings and resolutions of the meeting recorded therein, unless the contrary is proved. The Minutes must be kept at the company’s Registered Office, Principal Place of Business or a designated alternative approved by ASIC.