As former Corporate Secretary of BCE Inc. and Bell Canada, as well as many other public companies, and with an extensive litigation background, I would advise as follows:

1.  Do NOT have the Board Chair alone approve the draft minutes of prior meetings - it is wholly inappropriate, the entire board should have the opportunity to review the minutes and provide any comments/corrections that they deem appropriate;

2.  If a litigation were to ensue, and solely the Board Chair had approved the minutes, the risk is raised that in cross-examination, another director(s) would have to say he did not approve the minutes, and MIGHT even say that he does not believe the minutes to accurately reflect x, y, z... creating a disaster in the litigation for your organization !

3.  The approval of the minutes should ordinarily be a simple, brief housekeeping matter.  This can take place at the beginning of the next board meeting, with a simple 1-sentence resolution tabled.  The Chair can ask - "do any directors have any comments/corrections or questions on the draft minutes? If not, then I move the minutes be approved as presented".  This takes less than 1 minute of the board's time if there are no issues.  If a director does have an issue, then here is his opportunity to raise it, in front of the rest of the board so that they are aware of the issue, and here is where the board should agree on the comment/correction, etc.

The Olah Group - Governance Consulting

p.olah@sympatico.ca