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Hi all, looking for good governance practices regarding paper copies of historical board books and minute books, and same re books going forward.
We've got binders and binders of board books and minute books kept in fire proof vaults. Up until 2015, we only had paper copies, and thereafter moved to use of a secure board portal. But we still print and keep a hard copy of every board book and meeting minutes. We're running out of vault space and will be moving to a new head office in a couple of years.
Do people no longer retain any hard copies of board books and minute books, keeping everything in electronic format?
If so, are electronic files kept on a company server in addition to what may be stored in the third party board portal, or is the board portal the only location of saved documents?
Interested to hear other perspectives on this but here are my thoughts...
I don't feel comfortable switching to electronic minutes yet. We are (or were, by the time you read this) governed by the Corporations Act (Ontario) and soon by the Ontario Not-for-Profit Corporations Act, 2010 (ONCA). I don't see express authority to keep minutes electronically in either. ONCA expressly permits certain documents (notices) to be sent electronically, and allows for electronic filings, and allows for electronic signatures (which we do for minutes) and allows for electronic meetings, but yet does not address electronic minutes. This makes me think the omission was intentional. In addition, ONCA states that regulations may prescribe documents that may be kept electronically, and formats and standards for doing so, but the general regulation so for only addresses a few electronic documents (like proxy forms). This suggests to me that the legislative scheme contemplates permitting electronic minutes but hasn't addresses the subject matter yet.
Even if electronic minutes are permitted now, I'd be nervous to use electronic minutes. In the event of a dispute, nothing beats the evidentiary value of a well-maintained system of paper documents. As with inspector notes, I think it would be much harder to show the integrity of minutes in court (e.g., that you have the right version, they haven't been altered or replaced etc.). The fireproof cabinet in the basement filled with binders (for which only you have the keys) wins every time! Plus, I'm worried about losing access to electronic documents if we change our portal software or as technology standards evolve. All it take is one careless keystroke by a new assistant to delete hundreds of valuable documents. Less easy for someone to throw out your cabinet full of binders!
Again, just my opinion here. Maybe I'm being too resistant to change or maybe there are software solutions out there that address some of the concerns above.
I am also a fan of the paper minute book. I do keep scanned versions of the minutes on our server, but they are simply replicas of what you might find in our minute books (and very handy to have if I am not in the office with access to the minute books). Our governing legislation does appear to contemplate electronic minutes, but I plan to stick with my current process.
I keep Board materials in electronic format only and on our servers.
good advice and thoughts received, thank you.
I agree with the two people who responded. E-minute books are great from a disaster recovery viewpoint and for convenience when one is not in the office, but paper still rules in law :-).
If you're running short of space for the paper books, I'd ensure that they were completely scanned, then strip them of the minute book covers and send them to archive.
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