Disputed Minutes of A Meeting
I was present at client's, very important, board meeting mostly about whether the company could lawfully continue to trade in view of its financial position. Very full minutes were taken by the company's contracted, not employed accountant, an experienced independent chartered accountant. Certain unambiguous conclusions are recorded in the minutes issued in draft and agreed by the Chairman and four of the six directors present within a couple of days of the meeting. The meeting was not recorded electronically. The articles of the company contain only standard provisions regarding meetings concerning notices etc which were all properly complied with. The only two executive directors are now disputing the minutes as to certain conclusions recorded in them. A subsequent meeting has not been held at which the minutes might be ratified though this is intended shortly.
What is the status of the disputed minutes and the conclusions recorded in them (a) pending their ratification at a further meeting and (b) after such ratification as will presumably be disputed by the same two directors?