AGM - Dispute over Minutes

[Autumnchill]

Wonder if anyone can help as the only real answer I can find to this question is on an Australian website so not sure if it's relevant!

We have had our 2021 AGM and the Directors advised that they couldn't accept part of the previous AGM minutes (2019) as it refers to a signed document that no one has a record of (not attached to the minutes) and there was a general lack of clarity on a matter. The 2019 discussion was on a pretty contentious issue and a number of resignations followed because of it as something was done which the resigning Directors felt wasn't agreed at the meeting and was still up for discussion. I don't really want to go into detail on the issue but need advice really on rules.

The Directors have said they'll agree the rest of the minutes are a true record but not a particular paragraph (as above). Are Directors able to do this? There was discussion in the room as the reason why and no one disputed it or advised it potentially wasn't being dealt with right but now someone has said that Directors don't have that authority and it should have been proposed and then seconded and if the Australian website is to be believed, that it can only be done by people that actually attended the 2019 meeting?

I really hope that makes sense! This was my first AGM so I'm not sure of all the rules and regulations

So, I don't know what kind of group you are, but to explain where the Australian advice is probably coming up from - the legal standard for say, a parish council, would be that the minutes can only be disputed by people who attended the meeting, and can only be signed by the person who chaired the original meeting. Once they are signed as a true record they can't be changed.

This would certainly be good practice for any other organisation as well. Is there a body you can go to for advice (if it's a PTA for eg is there a guidance body?)

Ummm, why were 2019 minutes under discussion at the 2021 AGM? My expectation would be that 2019 minutes were approved at the 2020 AGM. If they have already been approved then the Directors can't do anything about it - too late, should have spoken up at the time.

My understanding is that the approval of the minutes lies with all those who attended the meeting, not just the Directors. Presumably it was not only Directors who attended? If the membership has approved then Directors cannot undo that approval.

Is the issue that they are saying that the minutes are not an accurate record, or that the discussion was not clear? If the latter then tough - the minutes should be accurate even if the discussion wasn't clear. If not clear then personally I would create a "matter arising" to gain clarification, which will then be minuted at the 2022 AGM as a compromise, i.e. we accept it wasn't clear but the minutes will record it regardless.

What happens is that the minutes are accepted with a note excluding the controversial section. That way the controversial bit is still visible, as is the refusal of the next meeting to ratify it.

Look at your standing orders for specific guidance. The onus to evidence proper procedure or complain about incorrect procedure is on the person who wants clarity. The minute clerk just records the decisions made by the meeting.

@LordEmsworth there wasn't one held apparently because of COVID.

@LordEmsworth, the issue is that the 2019 minutes were not clear on a particular issue and refers to a signed document by 'a number of Shareholders' but there is no record of this signed document so the current Directors (who were not Directors in 2019/2020) have said that that one paragraph can't be accepted as a true record because it's not complete and lacks clarity. The rest of the minutes were accepted. There wasn't a vote on this, it was more of a statement.

A previous Director (who was at that meeting) is now saying that the approval of the minutes wasn't done correctly and Directors can't veto part of the minutes.

Obviously want to get it right and if it wasn't done correctly, rectify that so I suppose my question is a) was it done right and b) if it wasn't, how do we rectify it?

We are basically Shareholders who own the Freehold on an apartment block and a Company was set up when the Freehold was purchased. Unfortunately the Directors have changed quite frequently over the past couple of years as people have got to a certain age and resigned to enjoy their retirement but also moved out of the apartment.

So for the future... the way I do it is, send the minutes out shortly after the meeting & ask for corrections by x date, usually in the next 3-4 weeks. Then at the next meeting, a year later, I will accept corrections but be a bit rude about it & say in future corrections via email when minutes are sent out please... It makes life MUCH easier.

In this case personally I would either replace the disputed section with something like "there was discussion about a document, however after the meeting it became clear that the current Directors have not seen this and cannot verify that this document exists"; or I would add a note to the section to say "at the following AGM the existence of this document was questioned".

If the minutes were not approved because they are not an accurate reflection of the meeting, then the minutes should be changed (however it will be hard to remember what was said 24 months later, unless the minute taker retained very thorough notes).

It sounds like the minutes were not approved despite being an accurate record, which makes the Directors wrong - the minutes record the meeting, regardless of whether the content of the meeting is true (which does make things difficult sometimes). So they need to request a post-meeting note be added that states e.g. "After the meeting it was clarified that none of the Directors have seen this document and noted that x is not clear", and approve subject to the addition of that note. That makes it clear (a) what happened in the meeting and (b) that the meeting was unclear/wrong about the topic.

It all sounds a bit messy.

Unless there is something to the contrary in the Articles of Association, everyone attending an AGM can vote on the minutes of the previous AGM regardless of whether they attended.

The directors can do what they like to the minutes of the previous AGM before they are circulated to the members for approval. However, the directors do not have the power to veto part of the minutes during the AGM unless the Articles of Association say otherwise. They can propose a correction to the minutes which the meeting can either accept or reject. They can also bring up the issue of lack of clarity under Matters Arising.

If the directors said that they could not accept part of the minutes of the previous meeting and then proposed that the remaining minutes were a correct record, that is, in effect, a composite motion to amend the minutes and approve the amended minutes. Whilst many people would say that isn't the right way to do this, in the absence of any objections during the meeting, my view is that you can take it that the amended minutes have been approved.