What are "meeting minutes" and "board resolutions"?
Put simply, "minutes" is the word used to describe a written record of a decision. This is different from an agreement because it's a record of an internal decision made by the directors of a company, rather than an agreement the company has entered into with a third party.
"Board minutes" are named as such because they are minutes (determinations) made by the board of directors of a company.
Minutes of a meeting may contain a record of deliberations by the board. For example, "we debated chaging the CEO and Mary wanted to keep him while Rob said we should appoint a new CEO". Resolutions on the other hand refer to final decisions. For example, "the Board resolved to appoint a new CEO".
A "resolution" is another way of saying a determination or affirmative commitment to do something, as in "the directors resolve to issue new shares/approve the transfer of shares/appoint a new director/or [whatever it might be...]."
If your company has more than one director, you should record minutes of the directors' meetings (board meeting).
Every company must take minutes of meetings at least once a year including a solvency resolution. It’s not only a part of good corporate governance, it’s a legal requirement.
In Australia, companies have a duty (under section 251A of the Corporations Act 2001) to record proceedings and resolutions passed at directors and members meetings.
Generally, resolutions relate to important issues such as changes to the board or share capital and these should be recorded in the minutes of meeting.
A company has one month after a resolution is passed to record it in the company minutes and the minutes can be signed by the chair of the meeting or the chair of the next meeting.
“A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration” -- the Corporations Act.
