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Approval of minutes - signatures?

  • 06 Dec 2021 12:53 PM
    Message # 12171552
    Deleted user

    I'm fairly new in my Corportate Secretary role and my CEO has asked if we need to continue circulating approved minutes for signature.

    Our current practice is that I sign the minutes after they're approved at a meeting, then they get sent to the Board or Committee Chair for their signature.

    Is this common practice and/or required? Can they just be filed as approved without signatures? It's become more complicated since Covid with all meeting being online.

  • 07 Dec 2021 10:57 AM
    Reply # 12174635 on 12171552
    Deleted user

    I don't have my research at my fingertips so going off of memory here, and your situation may be different based on your applicable corporate statute and bylaws...

    When I last looked into this we concluded it was not legally necessary for the corporate secretary or meeting chair to sign the minutes but it's a good idea, for purposes of version control, avoiding disputes and for having definitive versions for future reference. 

    Ultimately, it's the corporate secretary's responsibility to maintain the minutes (as per the applicable corporate statute), and I think their signature is useful for evidencing that approval and the other reasons mentioned above. 

    As for the meeting chair, I see their signature as evidence that the minutes were duly approved by the body but some chairs are reluctant to sign if they did not attend the meeting in question and sometimes they are no longer available to sign.  So I don't think their signature is essential but I do think it's a good practice for the reasons above.  I'm pretty sure it's still the norm too.  

    As for getting signatures in this electronic era, I think most jurisdictions allow for electronic signatures.  As discussed on another thread, many believe it's a good idea to continue to maintain hard copy minutes, so we get electronic signatures and then periodically print the minutes for insertion into the minute book when it's convenient. 

    Last modified: 07 Dec 2021 11:01 AM | Deleted user
  • 08 Dec 2021 8:19 AM
    Reply # 12176911 on 12171552
    Deleted user


    Welcome to the role of Corporate Secretary. 

    I agree with Raj, it is not a requirement to have the minutes signed because in your minutes you will have a resolution that approves the minutes from the meeting but it is good practice to have them signed.

    If you're not using a Board portal, you have a couple of different options:

    (1) scan and send the minutes to the Chair for electronic signature;

    (2) if you have a copy of the Chair's signature, you can have him approve through email that you add his signature on his behalf. Just make sure you save those emails - just in case.

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