Minutes of Meeting of Directors
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What are minutes of meeting of directors?
The board meeting minutes template is a formal written record of the discussions, decisions, and resolutions made during directors’ meetings in person or online. This document has a dual purpose. On the one hand, it clearly records arrangements reached during the meeting, while on the other hand, it ensures proper corporate governance.
This document can be used by private companies, small businesses and startups operating across Australia.
This template for board meeting minutes can be helpful when:
- approving certain transactions on a company’s behalf (for example, purchase of real estate, giving a loan);
- issuing new shares;
- appointing or removing a person with a signing authority;
- distributing dividends between shareholders;
- changing a company’s registered address or office, etc.
What should be included in a board meeting minutes template?
In order to create a solid and professional sample board meeting minutes template, inclusion of key elements below is required.
Meeting Details
The document must properly reflect key information about the meeting of the board of directors, such as:
- company’s full name;
- date;
- time; and
- location.
Attendees
In this section of a board meeting minutes template Australia full names of all attendees of the meeting should be provided.
It is important to note that attendees are not only directors who are a part of the board. Attendees may also include the company’s key employees or other corporate officers without the right to vote. They are being invited sometime to express their opinion on a specific item of the agenda or explain certain technical or financial information.
Proxies and Apologies
If a company’s constitution allows so, directors may participate in the meeting via proxy based on a separately issued power of attorney. If this is the case, the text of a director’s board meeting minutes template should include both the name of a director who is represented by proxy and the full name of a proxy. Usually a copy of a proxy’s power of attorney is being attached to the minutes.
In a situation when either of the directors is not able to attend a meeting in person and appointment of a proxy is not possible, the full name of the non-attending director should also be reflected in the text of the minutes.
Agenda
The most important part of a board meeting minutes template is the list of questions that are brought to the agenda. In Australian companies, a board of directors usually can decide regarding:
- issuance of new shares;
- granting or taking loans on behalf of a company;
- appointment or removal of a public officer;
- opening or closing a company’s bank account;
- appointment or removal of directors, etc.
Further Actions
In this part of a template minutes of meeting directors may agree on any further actions. For example, information about the date and time of the next meeting could be included.
Board Meeting Minutes Template Checklist
After the document is ready, a company’s corporate secretary or a meeting’s chairperson has to do a few additional steps.
Read the Document
It is important to carefully read the final document to ensure that it does not include legal or grammar mistakes. On top of that, it is necessary to ensure that all decisions adopted by the board of directors during the meeting are properly recorded.
Sign the Document
A board of directors meeting’s minutes must be signed to become a legally valid document. Usually a chairperson elected during the meeting shall sign and date the document. If the company’s constitution mandates the usage of the company’s seal, in that case it should be used as well.
The date of signing the board of directors meeting minutes can be the same as the date of a meeting itself or later.
Keep the Record
Once the document is dated and signed, it should be kept for the company’s internal record. The Corporations Act 2001 does not prescribe a minimum number of years or months the minutes should be kept.
How to customise these template meeting minutes with FasterDraft?
To get a fully customised document template, follow the instructions given below:
- Click the “Create Document” button.
- Answer simple questions in the form.
- Select a template’s format—board meeting minutes sample PDF or Word.
- E-sign.
- Make a payment.
A template meeting minutes is ready for instant download immediately after the purchase.
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Frequently Asked Questions (FAQ)
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1. What is the difference between this board meeting minutes template and the directors' resolution?
While both documents are adopted by a company’s board of directors, a directors’ resolution does not require holding a meeting. A directors’ resolution is also known as a circular resolution, which means that directors simply sign the list of resolutions without meeting and discussing them in person first.
Depending on a company’s constitution, some matters cannot be decided by a directors’ resolution, such as the appointment or removal of a director, etc.
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2. Are board meeting minutes required in Australia?
Yes, having a professionally drafted minutes of meeting template Australia ensures proper record keeping within a company and complies with the best practices of corporate governance, as well as ensures strict obedience with a company’s constitution.