336 SECRETARIAL PRACTICE

Specimen
Minutes.

Secretary to
take Notes.

recording the resolution: ‘Mr. A. B. and Mr. C. D. voting
against the resolution,” or ‘Mr. A. B. and Mr. C. D. dissenting.’

If it be found on reading the minutes of a previous meeting
that the dissent of a director who voted against a resolution
has not been recorded, and such director desires his dissent
to be inserted in the minutes, the words can be added, and
the addition initialled by the chairman when signing the
minutes. If the director did not actually vote against the
resolution, but has, on reconsideration, decided against a
particular resolution passed by the board, the minutes should
not be altered, as they have been correctly recorded.

The minutes recording the examination of the cash position
should read as follows: —'Bank pass book and certificate
were produced showing the following balances: —

On Deposit Account £
On Current Account £
The latter was agreed with the cash book.

Share transfers (where they form the subject of a resolution)
should be referred to in the minutes by their consecutive
numbers and the minute should be to the effect that:

IT was RESOLVED that transfers Nos. 1 to 20 inclusive
be passed and the common seal affixed to the necessary
new certificates Nos. to inclusive.

In large companies, committees are sometimes appointed by
the board with power between board meetings to pass and
sign cheques and to pass transfers. Their proceedings should
be summarised in a report, or their minutes read and em-
bodied in the minutes of each board meeting as reports
‘received and adopted.’

It is the secretary’s duty to take the official notes of the
proceedings, and he should not therefore rely upon the
chairman’s notes on the agenda paper. The secretary
should take full and careful notes of all decisions arrived at,
and it is wise to obtain the wording of any important reso-
lution made out in the handwriting of the proposer, and,
in any event, it should be initialled by the chairman unless
it is in his handwriting on the agenda.

In writing up his minutes, the secretary must take great
care to see that the record is both accurate and complete.
While brevity is desirable, care must be taken to see that the
exact intention of the board is accurately and explicitly
expressed. It is very inadvisable to give reasons in a minute
for any resolution passed by the board. It is true that in the
case of Cawley & Co. [(1889), 42 Ch. D., at page 226], Lord
Esher said: . "Minutes of board meetings are kept in order