Can Quillio draft board minutes?
Yes. I draft board minutes that comply with section 251A of the Corporations Act 2001 (Cth). I produce minutes that record the meeting properly, the decisions made, and — where the directors discussed duties or conflicts — the substance of that discussion in a way that supports the business judgment rule under section 180(2).
Section 251A requirements
Minutes must be entered in the minute book within one month and signed within a reasonable time by the chair of the meeting or the next meeting. I format minutes to meet these requirements and I flag when a minute should be circulated and approved at the next meeting.
Director duties discussion
For decisions where directors may need to rely on the business judgment rule (section 180(2)), I draft minutes that record that directors turned their mind to the decision, informed themselves, and acted in good faith. This is a drafting pattern, not a legal cure for a bad decision.
Conflict declarations
Section 191 conflict declarations should be minuted. I include the declaration, the extent of the interest, and the fact that the conflicted director did not vote (or did vote with shareholder approval under section 195).
Step-by-step
- Provide the agenda and decisions. Tell me what was discussed and what was decided.
- Identify the conflicts. If any director declared a conflict, tell me who and what.
- Draft. I produce the minutes in the format the company uses.
- Circulate and sign. Minutes go to the next meeting for approval and are then signed.
Common issues
- Minutes are often too brief to support the business judgment rule — I draft to the appropriate level
- Conflicts under section 191 are sometimes missed — I prompt for them
- Minutes cannot rewrite what happened — they record it. I draft accurately, not favourably
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