Form with which the board of directors of a corporation records the contents of its first meeting.
Form with which the board of directors of a corporation records the contents of its first meeting.
Are board meeting minutes confidential? Yes. The board should assume the minutes are confidential and, in most cases, they will remain so.
Robert's Rules (Section -16) state that “the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.” Minutes are not transcripts of meetings; rather, the document contains a record of actions taken by the body, organized by the meeting's order of business (agenda).
As a member of the company, you may ask the company in writing for a copy of the minutes of a meeting of members, or an extract of the minutes, or the minutes of any resolution passed by members without a meeting.
They are legally required to include these details: Date, time, and location of the meeting. Record of notice of board meeting provision and acknowledgment. Names of attendees and absentees, including guests. Approval of previous meeting minutes.
The minutes of a meeting are usually taken by a designated member of the group. Their task is to provide an accurate record of what transpired during the meeting.
In summary Taking the minutes at a meeting involves proper documentation and at a board meeting, is one of the duties performed by a company secretary.
Board minutes often contain information that is subject to the attorney-client privilege and that directors may prefer to keep confidential. However, most jurisdictions allow stockholders to inspect corporate books and records, including board minutes.
Minutes, papers, agendas should be public and meetings should have a portion of the session for confidential matters e.g. financial, HR, crisis management etc., to be discussed in private, either before or after the open session. Confidential matters and papers are still confidential.
Instead, board minutes, or portions of board minutes, can be privileged under US law when they capture legal advice rendered either by in-house lawyers or external lawyers or discussions of ongoing litigation. Board participants should be aware of the potential for a waiver of the privilege.