Summary
Summary Business Law and Practice - Minutes - Drafting : Amending.
- Module
- Business Law And Practice
- Institution
- University Of Law (ULaw)
Business Law and Practice - Minutes - Drafting : Amending.
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Minutes – Drafting / Amending(WS4, WS6 and WS9)
Outcomes
1) Draft Board Minutes – Unit 4 - WT1 and Unit 9 – Prep Task Part 2
2) Amend Board Minutes and General Meeting Minutes – Unit 6 – Prep Task 2
EXAM QUESTIONS COULD BE:
Draft minutes / change and amend minutes
Identify errors in the minutes (Unit 9 – WT1)
Test and Feedback
Draft Minutes for Board Meeting
, Unit 4 - Workshop Task 1 – Draft Minutes for Board Meeting
Introduction
Lawyers prepare draft minutes before company meetings. The company’s
chairman may then use the draft minutes as a reminder about how to conduct the
meeting and as a prompt for the resolutions to be passed.
If necessary, the draft minutes will be updated after the meeting to reflect any
changes to the original plan. The chairman will then sign them as an accurate
record of what took place.
To draft minutes, lawyers must first plan for the meetings. You have already done
this when you drafted the letter in Preparatory Task 2.
You now receive the email below from your supervisor, Sheena Patel. Please
prepare the draft board minutes she requests.
From: Sheena Patel
To: A. Trainee
Date: [date of workshop] ]
Subject: Newco 327 – board meeting next Thursday
I would like you to prepare a first draft of the board minutes for the meeting that will be held
at our offices in Victoria Street next Thursday. You have already planned the meeting,
including a list of all the resolutions that need to be passed, and you should base your
minutes on that plan.
On this occasion you do not need to use a blank precedent since we went through a similar
exercise for Firenze Trading Limited a few months ago and you should instead use the
minutes from the Firenze file (attached) as your precedent.
Some of Newco’s resolutions will be almost identical, but be careful since some are a little
different. Assume for the purposes of this draft that all resolutions will be passed. We can
make changes if necessary after the meeting is actually held. I will be attending the meeting
to give advice if it is required. Laura Ghosh and Isabel Smith will also be attending, along
with Chris Williams and Luca Berti.
Thanks,
Sheena
Notes on drafting minutes:
Minutes are drafted in the past tense because they are aimed at being a record of
what happened.
You would need to plan for the meeting i.e. you would need to know whose
decision it is within the company to do something e.g. to change the registered
office address, how that decision is affected and then outline the structure for
affecting the decision.
Letter can be used for the purposes of drafting the board minutes.
If you are using a precedent – decide what you need to: keep as it is, adapt,
delete, add (how and where to insert the addition – ask yourself if there are any
additional clauses/paragraphs within the precedent that you can copy, past and
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