The Importance of Documenting Meetings

Some key matters about minutes are covered off below.

Maintaining Minutes 

Under the Corporations Act 2001 (the Act), the following must be recorded within one month in the minute book:

• Proceedings and resolutions of meetings of the club’s members.
• Proceedings and resolutions of directors’ meetings (including meetings of a committee of directors).
• Resolutions passed by members without a meeting.
• Resolutions passed by directors without a meeting. 

Minutes must be signed off by the chair of the meeting or the chair of the next meeting within a reasonable time frame. 

Structure and Content 

While the Act does not provide a ‘prescribed’ style guide for keeping minutes, it is important that minutes:

• Are accurate – they should reflect any discussion, questions and outcomes and/or resolutions of a motion.  It’s an offence under the Act to have false or misleading minutes.
• Are not a ‘verbatim’ transcript of a meeting.
• Demonstrate that legislative obligations are being met (such as quarterly financial reports being approved by the board as required under the Registered Clubs Accountability Code or an auditor’s report being accepted at a general meeting of the members).

Members Access to Different Types of Minutes 

It is also important that only authorised individuals access the minutes to ensure confidentiality. Club members have the right to inspect the minutes of general meetings, but this does not extend to the minutes of board meetings. 

Clubs should review their current process for taking minutes to make sure they meet all legal requirements, and their records are clear and accurate.