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ARTICLE · 28 FEBRUARY 2020

Best Practice In Drafting Board Minutes: In Brief

This Insight provides a high-level discussion with respect to the basic content required in all minutes, including a discussion on the level of detail that should inform the content of minutes.

CanadaCorporate/Commercial Law

Introduction

This Insight provides a high-level discussion with respect to the basic content required in all minutes, including a discussion on the level of detail that should inform the content of minutes, and the five best practices that drafters of minutes should keep in mind each time they document a board of directors meeting.

Every corporation, regardless of jurisdiction, is required to keep a record of their directors' meetings. However, there is minimal guidance in the applicable legislation as to how minutes should be kept, including what information should be recorded and at what level of detail.

Include basic/required information

At a minimum, certain basic information should be included in every set of minutes. As a best practice, it is recommended that the corporation/corporate secretary create a meeting minute template that sets out this basic information at the top of each set of minutes. The substantive content of the meeting can then

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances. Specific Questions relating to this article should be addressed directly to the author.

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