Minutes and Minute Books

A minute book is an official document used to record the deliberations, decisions and discussions that took place at formal meetings of an organisation, such as general meetings, board meetings, councils, committees or other entities. Each minute is a written record that summarises what was discussed and decided at a specific meeting.

Functions of the Minutes Book:

1. Formal Record: Officially documents the decisions and deliberations made during meetings, serving as a permanent record.
2. Transparency and Accountability: Provides transparency in the organisation's activities and facilitates accountability to members, shareholders, regulatory bodies, or other stakeholders.
3. Reference and Consultation: Serves as a reference for future decisions, allowing members to revisit previous discussions and decisions to ensure continuity and consistency in the organisation's actions.
4. Legal Evidence: Can be used as evidence in legal matters, demonstrating that certain decisions were made and that processes were followed in accordance with the organisation's regulations and statutes.
5. Control and Monitoring: Helps monitor the progress of actions and resolutions decided at previous meetings, ensuring that commitments are fulfilled.

• Date and place of the meeting: indicates when and where the meeting took place.
• Participants: list of all those present, including members and guests.
• Opening: start time of the meeting and who chaired it.
• Agenda: topics discussed during the meeting, usually listed in a specific order.
• Discussions and deliberations: summary of discussions, decisions made and, if applicable, votes taken.
• Closing: time the meeting ended and any final notes.
• Signatures: signatures of those responsible for the meeting (usually the chairperson and secretary).

According to Article 31 of the Commercial Companies Code, minutes may consist of sequentially numbered loose sheets, all of which must be initialled regardless of whether they are filled in or not.

This is to ensure the integrity and authenticity of the document. Signing all pages, including blank ones, helps prevent fraud and unauthorised alterations. This confirms that the recorded content is accurate and has not been modified after the meeting.

According to Article 31 of the Commercial Companies Code:

• Commercial companies are required to keep minute books;
• Minutes books may consist of loose sheets numbered sequentially and initialled by the management or by the members of the corporate body to which they relate or, where applicable, by the company secretary or the chair of the company's general meeting.