What to do if your organisation has lost their Minute Book?

Recently we were asked a question by a concerned delegate whose company had experienced the theft of their Minute Book.  This is a most concerning situation indeed as should auditors, SARS or a court of law request the Minute Book for any reason, the company could be found to be in comprised position.

In terms of the South African Company Act the Minute Book must be retained for seven years. The reason for this is that the Minute Book should contain a record of the Company’s Resolutions and various other important documents.  The Minute Book must be stored at the Company’s headquarters under lock and key, whether that is a safe or a locked cabinet and should be in the custodianship of the Company Secretary who is ultimately responsible for all company documentation and compliance matters.

So what does one do if your company's Minute Book has gone missing?

Firstly it is advisable that the Company Secretary creates an affidavit at the police station to this effect.  This affidavit can be filed as the first document in the new Minute Book. This will protect the organisation as evidence of acknowledgement of the date and circumstances of the loss of the Minute Book.

Secondly it is important to try to recreate the Minute Book using whatever electronic records are available and to go back as far as possible.  These copies of the minutes should be signed by the Chair and the copies of all the previous Minutes and the new Minute Book should be minutes in a new meeting of the Board and accepted by means of a motion. 

In addition, it is recommended that the copies of the previous Minutes are inserted into the Minute Book in the correct manner: the table of contents must be annotated by hand and each page of the Minutes must be initialled by the Chair.

Following this procedure will ensure that the organisation is able to create a fairly acceptable duplicate of the original Minute Book which should then be stored under lock and key at the company’s headquarters.

For more information about corporate minute taking training please contact The Minute Taker's Clinic now!

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Who should approve the draft copy of minutes for distribution?

We are often asked about the correct process for distributing the minutes immediately after a meeting. The confusion usually arises in terms of who should be checking and making amendments to these initial minutes before they are distributed to meeting attendees. 

Firstly, it is critical that the minutes are distributed as quickly as possible after a meeting. This not only ensures that they will be read, but meeting attendees will be reminded of the outcomes of the meeting and the necessary actions that now need to take place.  Best practice recommends that minutes of meetings are distributed no later than five days after a meeting.  It is often not the minute taker who is to blame for the delay in the distribution of minutes, but rather a non-compliant Chair who takes a while to approve them which delays this process.

Who is entitled to approve the minutes before distribution? We often encounter organisations where many parties edit and amend not only the grammar, but also the content of the minutes before the meeting secretary distributes the minutes to all members.  This is actually in contravention of Robert’s Rules of Order: The Rules state that all amendments to minutes should only be made at the next meeting and agreed to by unanimous decision. 

Robert’s Rules of order clearly state that in the next meeting the Chair is required to ask all meeting attendees “are there any corrections to the minutes? Corrections, when proposed, are usually handled by unanimous consent, but if any member objects to a proposed correction – which is, in effect, a subsidiary motion to Amend – the usual rules governing consideration of amendments to a main motion are applicable.”

“The only proper way to object to the approval of the secretary’s draft of the minutes is to offer a correction to it.”

If we interpret Robert’s Rules of Order we can see that initial amendments to the minutes are actually not permissible, yet it is commonly accepted best practice that the Chair must approve the minutes of the meeting before they are distributed.  This takes place in many organisations and ideally should consist of the Chair focusing on grammatical and spelling errors.  In fact typing errors including grammar and spelling may be amended at any time without unanimous consent provided the content of the minutes is not affected.  But what are organisations supposed to do when the Minute Taker has clearly made a mistake in the content?

In her book, “Taking Minutes of Meetings” by Joanne Gutman, she writes about the Chairperson’s approval (taking no more than two to three days after a meeting) “The chairperson should check the minutes for factual accuracy and ‘political correctness’ – phrasing that may cause offence or that does not represent the view of the group. The chairperson should not add any extra information or change the minutes to suit personal views.”

The accepted best practice for the initial approval and distribution of minutes does therefore allow for the Chair’s amendment to the minutes in accordance with these guidelines, but only the Chair should be entitled to make amendments to initial minutes of meetings.  We also recommend that the Meeting Secretary retains the evidence of the Chair’s amendments for evidence purposes and obtains approval from the Chair in writing, even if this is via email.

For more information regarding best practice for minutes of meetings and minute taking skills, contact us at The Minute Taker’s Clinic on http://www.theminutetakersclinic.co.za/contact.html

Redefining the minute taker

In our previous article, we discussed the dying skill called ‘shorthand’. We do not believe that today’s modern professional has the time to learn what is essentially a new language in order to simplify the function of minute taking.  In today’s business world, minute taking is no longer a career in and of itself, but rather one of several functions many professionals are required to perform within complex portfolios in a demanding business world.

So how do we define the new role of the modern minute taker?

No longer can the minute taker be seated at a separate desk in the boardroom. Today’s minute taker is an integral part of any meeting and is there to support the chairperson in order to ensure the meeting is a success both during and after.  We no longer see minute takers whose function ends when the minutes are typed up for distribution. The truth is that today’s minute takers fulfil a project management function ensuring that the tasks that were allocated during the meeting are actioned. 

What does the future hold for minute takers then? Could technology make this function redundant?

We do anticipate that software will soon enable the effective transcribing of all meetings.  This has already been achieved by Microsoft and works well in the US; however, we do think that this will take a while to be fully adapted to our colourful South African accents!  Yet transcribing alone has never been the full function of a minute taker.  We still require the minute taker to sift the important data and to format it into a coherent, summarised format that highlights the decisions and tasks in accordance with best practice guidelines.  Minute taking is a high level thinking skill and technology is nowhere near ready to replace this function. 

In today’s business world you do not know when your turn to take minutes may come. Minute taking is a skill that every business person should understand, and if you are so fortunate that you are never required to take minutes of a meeting, chances are you will have to read them, and perhaps even approve them.  The good news is we can assist you in order to acquire the skills necessary to take minutes of all types of meetings, so please  contact us and we can show you that minute taking can be actually be a pleasure, not something you need to avoid!

How long should you keep Minutes of Meetings?

In terms of the South African Companies Act 71 of 2008, as amended by the Companies Amendment Act 3 of 2011 and the Companies Regulations 2011, which came into effect on 1 May 2011, all South African companies are required to keep minutes are kept of all meetings of directors or managers.

A question we are often asked is how long should companies keep Minutes of Meetings?  The common perception in the marketplace is five years, however this is incorrect.  Minutes of meetings should in fact be retained for a period of seven years.

The following is an extract from Section 24 of The Companies Act relating to “Form and standards for company records”.  Please take note of the items in bold.

“Requirements for and terms of storage of Minutes and company records in terms of The Company Act 71 of 2008

Form and standards for company records:

24. (1) Any documents, accounts, books, writing, records or other information that a

company is required to keep in terms of this Act or any other public regulation must be

kept—

(a) in written form, or other form or manner that allows that information to be

converted into written form within a reasonable time; and

(b) for a period of seven years, or any longer period of time specified in any other

applicable public regulation, subject to subsection (2).

(2) If a company has existed for a shorter time than contemplated in subsection (1)(b),

the company is required to retain records for that shorter time.

(3) Every company must maintain—

(a) a copy of its Memorandum of Incorporation, and any amendments or

alterations to it, and any rules of the company made in terms of section 15(3)

to (5);

(b) a record of its directors, including—

(i) details of any person who has served as a director of the company, for a

period of seven years after the person ceases to serve as a director; and

(ii) the information required by or in terms of subsection (5);

(c) copies of all—

(i) reports presented at an annual general meeting of the company, for a

period of seven years after the date of any such meeting;

(ii) annual financial statements required by this Act, for seven years after the

date on which each such particular statements were issued; and

(iii) accounting records required by this Act, for the current financial year and

for the previous seven completed financial years of the company;

(d) notice and minutes of all shareholders meetings, including—

(i) all resolutions adopted by them, for seven years after the date each such

resolution was adopted; and

(ii) any document that was made available by the company to the holders of

securities in relation to each such resolution;

(e) copies of any written communications sent generally by the company to all

holders of any class of the company’s securities, for a period of seven years

after the date on which each such communication was issued; and

(f) minutes of all meetings and resolutions of directors, or directors’ committees,

or the audit committee, if any, for a period of seven years after the date—

(i) of each such meeting; or

(ii) on which each such resolution was adopted.”

For more information on legislative requirements pertaining to formal minutes of meetings or for your minute taking training requirements, contact us on www.theminutetakersclinic.co.za

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