csp-i-08 writing of minutes

8/16/2019 CSP-I-08 Writing of Minutes

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ICSBCompany Secretarial Practice-I

Course Faculty:Khandaker HabibuzzamanCompany SecretarySquare Group

Writing of Minutes

Minutes

The record of the proceedings at a meeting, including decisions made thereat of the Members(shareholders), Directors and others of a company is called the minutes. Minutes are a record ofresolutions and matters ancillary thereto and not a complete transcript of every word in the course ofa meeting. Resolution when passed and entered in the minute book become Minutes. A minute is theofficial record of the proceedings of a meeting. Minute is also known as recording of meetingproceedings methodically. It includes the decision made thereat.

It must record the intension of the meeting in clear, concise and unambiguous language. The exactwording of formal resolution should be given. An accurate written record of meetings is essential notonly for all those who attended the meeting but also for those who were unable to attend

It is the only legal record of the meeting, when signed by the properly appointed Chairman. Any suchminute, if purporting to be signed by the chairman of the meeting at which the proceedings were hador by the chairman of the next succeeding meeting shall be evidence of the proceedings (Sec 89(2).

Functions of Minutes:

a. To offer participants and non-participants an accurate portrayal of what was discussed. b. To provide those at the meeting and those who are interested with the outcomes of the meeting.c. To be used as a means of action to be taken.d. To highlight the key ideas, points, questions and arguments raised in the meeting.e. To summarize what was said and discussed in the meeting

Characteristics and Organization of minutes of meeting :

1. Name of the Company2. Time, Day, Date and Place of the meeting3. Type of meeting (BOD, Shareholders (AGM, EGM), Audit Committee)4. Name of the members attending5. Name of the members absenting6. Name of the members grant leave of absence7. Name of the members presiding8. Confirmation of Present of Quorum9. Proceeding of Business10.Record of topics discussed and decided.**11.Vote of Thanks12.Signature of the Chairman13.Minutes may be numbered, indexed and suitably cross referenced.

**Record of topics discussed and decided

1.Title: Agenda number and subject matter.

2.Recital: A brief description of the subject-matter that was laid before the meeting for itsconsideration, may be given before recording the resolution. It should set out facts that themeeting considered.

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3.Outside factors: Any outside factors that had been taken into consideration when dealingwith the matter under discussion may also be reflected. E.g. policies of Government etc.

4.Thinking: It is suggested that the recital or resolution should reflect the thinking thatinfluence the meeting in arriving its decision.

5.Decision: It should be embodied in a resolution or recommendation. It must be framed in

definitive terms.6.Order :It should be written in the same order as agenda of the meeting.

Forms of Minutes

The form of minutes depends upon the method of minute preparation adopted. There are two

methods namely :

a. Minutes of Resolution

b.Minutes of narration where resolution are not required.

The company may adopt either of the methods or both.

a. Minutes of Resolution

Only the decisions (resolution) are recorded and passed, without mentioning how these decisions

were reached. No information on the contributors was presented and before each paragraph

“RESOLVED” is written.

Specimen of a minutes of Resolution

RESOLVED

that the borrowing power vested in the Directors of the company be and are hereby increased by the

sum of Tk. 1.00 crore over and above the amount at present authorised and that such borrowingpower be exercised from time to time as the Directors may determine.

b. Minutes of Narration

Minutes of narration are minutes in a narrative form, which only state the business transacted with

necessary explanations or statements but with giving resolution verbatim. The person who gives

important contributions must be indicated.

In minutes of narration, facts relating to resolution are recorded and the decision relating to them are

written.

Specimen of a minutes of narration

a.solicitor to the Company Mr. X, produced the certificate of incorporation No. 1234 dated 26th

November, 2007’

b.The consent to act as director was signed by each of the Directors and the Company Secretary

was instructed to file the same with the Registrar of Joint Stock Companies and Firm, Dhaka.

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Specimen of a Minutes of Narration forming part of the Minutes of Resolution

A letter from Mr. A, the General Manager- Sales of the Company, dated 26th November, 2007

tendering his resignation was placed before the board and after discussion the following resolution

was passed unanimously :

“RESOLVED

• that the letter from Mr. A, the General Manager- Sales of the Company, dated 26th November,

2007 be and is hereby accepted as and from today on 26th November, 2007.

• that the Managing Director Mr. L is authorised to select a new General Manager- Sales and for the

said purpose be advertised in the two daily news papers.

Resolutions

Aresolution is the formal means by which decisions are made by the members of a meeting.

Resolution is the decided conclusion of a motion in any meeting.In a meeting, different motions may

be moved, they discussed, thrashed out, often amended, seconded or voted and if finally passed they

become the resolutions. So the record of expression of the opinion or decision of a meeting is called

resolution.

Members of the company sit for a meeting to arrive at resolution to make ways for its certain future

actions.

Every meeting should have resolution. There are different kinds of resolutions are discussed here in

below:

Ordinary Resolution :

Ordinary resolutions are not specifically defined in the Companies Act and require only a simple

majority to pass (i.e. more than 50%) of the members present at the meeting, either in person, or by

proxies, if allowed by the constitution).

Some of the matters on which an ordinary resolution is sufficient are:

a.To adopt the Audited Accounts together with the Auditor Report

b.To approve the Directors Report

c. Election of Directors in place of retirement

d.Appointment of Company Auditor

e.To declare Dividend

f. Appointment/reappointment Managing Director

And any other resolution which are not in the list of the special and extra ordinary resolution as

per Companies Act..

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Extraordinary Resolution :

A resolution shall be a extraordinary resolution when it has been passed by a majority of not less thanthree fourths (i.e. 75%) of such members entitled to vote as are present in person or by proxy, whereproxies are allowed, at a general meeting of which not less than14 (fourteen) day's notice specifyingthe intention to propose the resolution as an extraordinary resolution has been duly give.

Some of the matters as per Acts on which extraordinary resolution is required:

a.To remove a Director from office.

b.On voluntary winding up due to excess liability.

c. To sanction certain acts of liquidator in case of voluntary winding up.

d.To sanction all arrangement between the Company and Creditors.

e.To dispose off documents on voluntary winding up.

f. Winding up subject to supervision of Court.

Special Resolution :

A resolution shall be a special resolution when it has been passed by a majority of not less than three

fourths (i.e. 75%) of such members entitled to vote as are present in person or by proxy, where proxies

are allowed at a general meeting of which not less than21 (twenty-one) day's notice specifying the

intention to propose the resolution as a special resolution has been duly given

Some of the matters as per Acts on which special resolution is required:

a. To change the Name of the Company.

b.To change the Object clause of the Memorandum of Association of the Company.

c. To change the Articles of the Company.

d.Reduction of Share Capital.

e. To make Directors’ liability unlimited.

f. To sanction additional remuneration to a Managing Agent.

g. To appoint inspector to investigate company affairs.

h.Removal of Company Auditors before expiry of term.

i. Payment of Interest out of Capital.

j. On court winding up.

k.On voluntary winding up.

l. To confer authority on the liquidator of a voluntary winding up.

m.On substitution of Memorandum of Association & Articles of Association for deed of

settlement.

n.Amendment of articles for conversion of a public company into private company.

csp-i-08 writing of minutes

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