Minutes of Board of Directors Meeting

The Minutes of a Board Meeting is a formal written document that outlines the discussions, decisions, and actions taken during a meeting of a company's board of directors. The minutes serve as an official and legal record of what was discussed during the meeting and are an essential part of corporate records.

The minutes of a board meeting are considered a corporate record and are required by law or regulations. They provide transparency and a historical reference for the decisions and discussions during the meeting. In addition, minutes serve as a tool for communication among board members and can be used as a reference for future meetings or legal matters.

Note that this document is different from the Minutes of Members' Meeting, which is designed to record discussions in a meeting of the shareholders or members of a company.

For better understanding, the following should be considered before and during a board meeting:

• Notice of Meeting: Before a board meeting is convened, a Notice of at least 14 days must be given to all the participants of the meeting, except the directors agree to a shorter notice. The directors who are entitled to attend the board meeting can agree to a shorter notice by signing a Waiver Letter, indicating their intentions to waive their rights to the 14 days notice.
  
  
• A Quorum of Board Meeting: This is the minimum number of directors that must be present during a board meeting before the directors can validly make a decision during the board meeting. Note that the Articles of a Company or Company Bylaws specify the quorum of a board meeting.
  
  
• Types of Vote: When a matter or an issue is presented during a meeting, the directors take a vote, which is usually a simple majority (51% of the board members) before the vote is passed and the decision is taken. However, the specific voting requirements can vary based on the Company's Articles, Bylaws, or governing documents. Some decisions might require a higher threshold, such as a two-thirds majority (75% of directors) or a unanimous vote (all the directors), depending on the significance or nature of the issue.
  
  
• Resolution: A Resolution is a decision made by the directors during a board meeting. Directors can make decisions that affect their company as long as they comply with the Company's Articles or Bylaws, which define their powers and responsibilities.

This document provides a comprehensive overview of the meeting's proceedings and typically includes the following components:

• Date, Time, and Place of Board Meeting: This is the date, start time, and location of the board meeting.
  
  
• Attendance: This includes the list of directors and other attendees the directors may invite to the board meeting. This indicates who participated in the discussions and decisions.
  
  
• Approval of Previous Minutes: If applicable, the minutes of the previous board meeting are reviewed and approved by the board members.
  
  
• Agenda Items: Each item on the meeting's agenda is outlined. This includes both discussion topics and decisions that need to be made.
  
  
• Discussions: A summary of the discussions that took place on each agenda item is provided. This can include key points, arguments made, and clarifications sought.
  
  
• Resolutions/Decisions Made: The board resolutions are decisions made during the meeting. These decisions can relate to various matters, such as appointing a new secretary, approving financial statements, or authorizing contracts.
  
  
• Action Items: Any tasks or actions assigned to individuals as a result of the board meeting are documented. This section includes who is responsible for each action, the deadline for completion, and any other relevant details. For example, if the directors appoint a new secretary for the company, the action or task will be to make the necessary filing at the corporate affairs commission for a change of company secretary to show that they have changed their secretary.
  
  
• Other Business: If there are topics discussed that were not on the main agenda of the board meeting, they may be noted in this section of the minutes.

Usually, the company secretary prepares the minutes after the directors finish their board meeting to record the key discussions and resolutions passed during the meeting. This document is perfectly designed to provide a prescribed format to ensure consistency and clarity. Following this standardized document helps make the minutes of board meetings easy to understand and use as an official record.

How to use this document

The person preparing this document will enter the required information, such as 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 completing the document, it should be printed and signed by the chairman and the company secretary. After this, the general practice is that the company secretary is required to circulate the minutes at the next meeting to all the directors and other participants of the meeting for consideration.

Note that if the directors made a corporate decision or passed a resolution, such as the appointment or removal of the company secretary or other resolution, the company must make a corporate filing at the Corporate Affairs Commission. The legal department or an external counsel must be notified to make this filing.

Applicable law

The Companies and Allied Matters Act, 2020 is the applicable law.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.