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A Minutes of Meeting is a concise and comprehensive written record of the conversations, discussions and decisions made in a company meeting. This is used to give information about what happened in a meeting, resolutions passed at the meeting and actions to be taken.
The issues discussed at company meetings may include: the appointment and removal of directors, auditors, accountants and/or company secretaries; distribution of dividends; change in the company's share capital and structure; discussion of impending projects of the company, etc. The main purpose of these meetings is for the members and directors to make decisions on issues affecting the affairs of the members and the progress of the company.
In this document, there are two major types of company meetings, such as:
1. Meeting of the directors of a company. Also referred to as Board meetings, this type of meeting that is convened and organized by the directors of a company for the purpose of discussing and deliberating on issues concerning the management and organization of the company. In this meeting, the members of the company need not be in attendance, except such member is also a director of the company.
This meeting can be convened at any time and any place provided that the other participants of the meeting are adequately notified. Failure to provide adequate notice can attract legal sanctions.
2. Meetings of the members of the company. This is a meeting of the members of the company to discuss and deliberate on matters affecting the members and the management of the company. The meeting of the members of the company is also referred to as General meeting.
Before a general meeting is convened, a Notice of at least 21 days must be given to all the participants of the meeting except a shorter notice has been agreed by: in the case of an annual general meeting, all the members and in the case of all other meetings, at least 95% of the members entitled to vote at the meeting. The members of a company can agree to a shorter notice by signing a Waiver letter, indicating their intentions to waive their rights to the 21 days notice.
The persons entitled to receive notice of a general meeting are: all the members of the company, all the directors, company secretary, auditors and legal representatives and trustees in bankruptcy of a member of the company.
How to use this document
In this document, the form filler will fill out the name of the company, the type of meeting convened, the date and time of the meeting, the agenda of the meeting, the decisions or resolutions passed (if any) and actions or steps to be taken after the meeting.
After filling the document, the chairman and the company secretary should sign the document. After this is done, the general practice is that the company secretary is required to circulate the minutes at the next meeting to all the participants of the meeting for consideration.
The Companies and Allied Matters Act, 2004 is the applicable law.
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