Minutes of Proceeding is an official record of the proceedings of a meeting, conference, convention, etc. By the term, minutes is meant a written record of the proceedings of a meeting, As company meetings are of considerable legal importance it is necessary to keep a record of the proceedings in a permanent form. Section 193 of the Act provides as follows;
(1) Every company shall keep minutes of all proceedings of every general meeting, meetings of its Board of Directors, and of every committee of the Board. Entries in the minute books must be made within 30 days of the conclusion of a meeting. The pages of a minute book must be consecutively numbered. Each page must, be initialed or signed and to last page recording, the proceedings of a meeting must be dated and signed –
- in the case of Board meetings or committee meetings, by the Chairman of the meeting or the succeeding meeting, and
- if the ease of general meetings by the Chairman of the same meeting, or in the event of his death or liability, by a director duly authorized by the Board. Entries in a minute book must not be attached to it by pasting or otherwise.
(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings,
(3) All appointments of officers made at the meeting shall be included in the minutes.
(4) In the case of a meeting of the Board of directors or of a committee of the Board, the minutes shall also contain –
- the names of the directors present at the meeting, and
- in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring in, the resolution.
(5) The minutes need not contain any matter which, in the opinion of the chairman of the meeting –
- is or could reasonably be regarded as, declamatory of any person;
- is irrelevant or immaterial to the proceedings, or
- is detrimental to the interests of the company.
The Chairman’s discretion, as regards, what is to be included in the minutes is final.