CHAPTER XXVII
AGENDA AND MINUTES
ONE of the principal parts of a secretary’s duties is the pre-
paration of agenda for board meetings, the attendance at
such meetings, and the drafting of the minutes to record the
decisions arrived at.
[n the case of a company the necessity for keeping minutes
is imposed by s. 120 of the Companies Act, 1929, which
provides that every company shall cause minutes of all
proceedings of general meetings and of its directors or
managers to be entered in books kept for that purpose. The
same section provides that minutes, when signed by the
chairman of the meeting at which they were passed, or by the
chairman of the next succeeding meeting, shall be evidence
of the proceedings.
The reading of the minutes of one meeting at the next meet-
ing, when they are commonly signed, is not infrequently
a matter which degenerates into a mere formality; and,
accordingly, very great care should be taken to write them
both accurately and with sufficient fulness. It is often
found in legal proceedings that a company’s minute book
contains no record of matters which individual directors
know have occurred, and the difficulties of satisfying a Court
in these circumstances sometimes prove insuperable. What
the secretary is really doing when he prepares the minutes
1s to make a permanent record of the transactions of the
board, or of the company, which may very possibly, in the
future, be absolutely the only evidence of those transactions
which it is possible to produce. It is quite impossible to
forecast what will or what will not be required in future
contingencies, and the only safe plan is to make the record
both accurate and complete.
In case, upon the reading of the minutes of one meeting
at the succeeding meeting, inaccuracies are noticed and
alterations made, the chairman upon signing the minutes
should initial all the alterations. But no alterations should
be made in the minutes except in these circumstances, and
then only such alterations as are necessary to ensure an
Minutes.
