General Meeting Minutes (To Pass Special Resolution)

If you own a company, you are required by the Corporations Act 2001 (Cth) to keep written records (minutes) of your shareholders’ resolutions and meetings. Your shareholders are entitled to inspect these minutes should the need arise.

Important: requirements for special resolutions

These minutes are drafted for a meeting where one or more special resolutions are voted on. Under the Corporations Act, special resolutions require 75% or more of eligible votes in favour to be passed. Voting on a special resolution is generally conducted by poll. In a poll, votes are counted not on a "one per shareholder" basis, but according to the voting rights of each shareholder.

The Corporations Act states that certain proposals can only be voted on as special resolutions. These include, among others:

• modifying or adopting the company's constitution;

• changing the company name; and

• changing the type of company.

Certain proposals are also put forward as special resolutions to ensure they reflect the intentions of a decisive majority of shareholders, respective of their voting rights.

For a minutes for a shareholder meeting where only ordinary resolutions are being passed, see General Meeting Minutes (To Pass Ordinary Resolution).

What does the General Meeting Minutes cover?

• Details of the meeting (date, time, location);
• Shareholder in attendance;
• Chair of the meeting; and
• Resolutions proposed and outcomes of these resolutions.

How important are minutes in a meeting?

Aside from it being a legal requirement under the Corporation Act 2001 (Cth), keeping a record of what happens in company shareholder meetings is an important to keeping track of what has been discussed and decided, and to hold shareholders to account.

Do meeting minutes have to be approved?

Prior to each meeting, the minutes from the previous meeting must be approved by the shareholders and signed by the chair of the meeting. The shareholders should review the minutes and their approval should be recorded in the minutes of the current meeting and entered into the minute book.

How do I write a motion in meeting minutes?

In the business context, a motion is a formal proposal submitted in a meeting for discussion and possible adoption as a resolution.

It is common at shareholders meetings to have motions put forward by shareholders. The details of the motion, including who brought it, the full text and the outcome of the vote, should be recorded in the discussions section of the minutes.

How should I circulate minutes in a meeting?

Both the chair of the meeting and the shareholder should decide on the best method (e.g. email, Cloud sharing) for circulating the draft minutes. It is good governance for the draft minutes to be circulated within a reasonable time of the meeting, as this will assist in meeting the one-month deadline for entering the minutes in the minute book.

Tips for creating effective meeting minutes

Effective meeting minutes are not a transcript of every word that was said during the meeting or a record of individual shareholder contributions. However, they can be used as evidence in legal proceedings, and as such care must be taken with the preparation of the minutes.

Some useful tips include:

1. Get the agenda

Before the meeting, it is important you get a copy of the agenda and make an outline of the items being discussed. This helps save time and ensures you the right information is being recorded.

2. Don’t record everything

Effective minutes do not record all that was said in the meeting. It is important to keep an ear out for the agenda items being discussed and only record the information relevant to that discussion, and be able to differentiate between statements of facts and opinions.

3. Keep it clear and simple

The final edit of the minutes should be worded in a clear and simple language for the benefit of others. The language should be understandable, concise and objective throughout.

4. Proofread

Accuracy is one of the main responsibilities of the person taking the minutes. Before the minutes are circulated and lodged, it is important the accuracy of the recorded information is confirmed.

Other documents you may need:

• First Meeting of Members Resolution
• Register of Members
• Shareholder Accession Deed