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Disputed Minutes of A Meeting

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?


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By zebaa
01st Aug 2010 10:54

Meeting procedure

Unless the organisation has agreed to adopt a codified set of meeting rules there may be no hard and fast rule, just a general guide . In this case is sounds like there are not. My take on this is the minutes have not yet been formally approved, however (thinking ahead) if only two of the seven present dispute them it looks like they will be. At that upcoming meeting the two dissenters would raise the issue when the previous meetings minutes are to be adopted, which will be early in the meeting and that dissent would be recorded in the later meetings minutes. 

Once the minutes are agreed - or agreed by a majority - they are just that, agreed.

In my opinion if there is a disagreement it would be better to look forward rather than back. By which I mean rather than trying to rewrite the history (which they will loose) they come to an agreement with the other directors as to how to proceed.

If some course of action was decided which must be rapid the chairman or some other person may carry out the meetings instruction. There is no need to wait until the next meeting to action the prior meetings instructions. A wise chairman would, of course, need to be clear as to what the instructions were and able to do basic math.

It sounds like this may be a significant difference of understanding in which case the minority need to think carefully about what they can obtain. Often this kind of communication breakdown results in further dispute and the minority leaving the group - either by resignation or otherwise. 

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