Directors’ Meetings – minutes of the meeting

The function of the OMC Directors are to manage the OMC and to exercise their power in accordance with the provisions of the Companies Acts, the directions given to them by the OMC company in AGM, and the company regulations (found in the articles of association of the OMC company). In managing the affairs of the OMC the directors overriding concern must be to always act in the best interest of the OMC company.

Directors may meet together to dispatch their business and regulate their meetings as they think fit (subject to the below requirements); it follows that a director may, and the company secretary shall on the request of a director, summon a meeting of the directors. The directors must act collectively in the exercise of their duties.

While there is no specific degree of formality required in order for a valid directors’ meeting to take place the directors present must at least appreciate that what is occurring is a board meeting. In addition, any decisions to be reached by the board of directors at a meeting must proceed by way of resolution and cannot be merely agreed.

What are minutes of a meeting?

Minutes are the formal written record of the business transacted at a meeting. The content of the minutes will usually include headings and set out 1) name of OMC, 2) type of meeting AGM, directors’ meeting, etc., 3) place, date and time, 4) persons present (smaller meetings), 5) decisions taken, resolutions passed, and 6) proposers and seconders (smaller meetings).

Your minutes should be authentic, accurate, concise yet complete and clear. The minutes should be in sufficient detail, giving full text of resolution / decision; however, unlike a report, it is not necessary to record debates and discussion in detail prior to the passing of a resolution or decision being made.

Legal requirements

Section 166 of the Companies Act, 2014, confirms that it is a mandatory requirement for all companies to compile and keep minutes of Director Meetings and Committee Meetings which shall be kept for the purpose, including, recording the names of the directors present at each meeting, and all resolutions and proceedings which took place at each meeting. Minutes should be entered in the minute book as soon as may be after the meeting concerned has been held. The minutes should be signed by the chairperson of the meeting. A company or company officer who fails to comply with this requirement shall be guilty of a criminal offence (s. 199(6) of the 2014 Act).

Click HERE to see Section 166 of the Companies Act 2014.

Section 199 of the Companies Act, 2014, provides the same requirements in respect of Directors Meeting minutes as regards the Company Meeting – i.e. the AGM. However, in addition, members of the company – i.e. the apartment owners are entitled to inspect the minutes of the company meeting and request copies of same. See Section 199(2) and Sections 215 to 217 of the 2014 Act. There is not express right for a company member (apartment owner) to request copies of the Director meeting minutes.

Click HERE to see Section 199 of the Companies Act 2014.

What can a director do if directors’ meetings are not properly run?

Firstly, lets ensure that all directors of the company are aware that the company and the directors individually have obligations to comply with Companies Act. Director training should be encouraged for all persons who do not appear to appreciate their role or its requirements. The Companies Act, as outlined above, confirms that minutes of directors’ meetings must be created and stored in a minute book for that purpose. Failure to comply with this requirement is a criminal offence.

If the directors’ meetings are not correctly run, i.e. notice provided, resolutions passed and minutes taken and retained the meeting, and any resolutions passed at it, may be deemed invalid. If the problem persists the OMC can approach the Director of Corporate enforcement to request the Director review compliance with keeping minutes of Directors Meetings. 

See the Director of Corporate Enforcement comments HERE.

Question asked at a recent webinar?

Can someone take issue if a board of directors of an OMC does not keep minutes of board meetings (or send out agendas or documents to be discussed at meetings before the meetings)?

1. The Directors Meeting is a very important part of the governance of OMC companies. These meetings should take place regularly, at least every 2 months.
2. There is no specific formality to these meetings but all directors should be given reasonable notice of the meeting, all decisions at the meeting should be made by way of resolution and all resolutions and business of the meeting should be recorded in a minute book.
3. The OMC must create and keep a record of the minute book. This is used to assist the directors of the OMC and provide evidence that directors meetings are taking place. An apartment owner does not have a statutory right (legal right) to see these minutes but there are clear benefits to such minutes being made available to members in the interests of transparency and good governance given that all they should record is who was at the directors’ meetings and what was agreed at the meetings.
4. The Director of Corporate Enforcement can request from the OMC minutes of Directors Meetings. Failure to comply with this request or indeed failure to create and retain directors meeting minutes is an offence.
5. Both a director and an apartment owner can take issue if the OMC is not keeping minutes of directors’ meetings. First approach should be to inform directors and ensure they know of the requirement for keeping these minutes, this should hopefully be enough to ensure minutes are kept going forward. If the problem persists the Director of Corporate Enforcement can investigate the matter and criminal sanctions are available as a last resort.

This issue was raised as part of an OMC Governance Institute webinar event. Click HERE and to see our upcoming courses and dedicated Director Training-Portal.

This summary is for information purposes only and arises from question and answer discussion. It is not legal or financial advice nor should it be used as such. Please consult your legal and / or financial advisor for any such advise.