D
director62
Guest
I'm a regular visitor to AAM, but I registered this evening as I recently encountered an issue where I'm hoping some of the experts hereabouts may be able to assist.
I only recently become a director of a voluntary organisation. I am familiar with my responsibilities under company law, but I'm worried that things are not as they should be.
In the last couple of months, things were said and decisions were made at board meetings which are not subsequently recorded in the minutes sent out to the directors. A number of these decisions have not been implemented on the basis that they supposedly were not actually made - since they're not in the minutes.
When the minutes that are distributed are subsequently questioned and amendments suggested, there is a majority of the board that says that such comments and decisions did not in fact happen, and the distributed incorrect and incomplete minutes are adopted by majority.
I tried to bring this issue up at board meetings, but my comments are not minuted, so therefore even my concerns are not noted. Having raised this with the chairman, the response simply was that if something isn't in the minutes, it didn't happen.
I checked the ODCE website, but since this situation is where the spirit of the law isn't being followed, but the letter of the law is, I don't see that they can act.
I appreciate that within the bounds of company law, if something is not in the minutes, it didn't happen. But what can someone do when there is a majority of the board that are acting in this way? The issues of concern at the moment are not major issues for the organisation, but the actions at the moment do not bode well for the future.
Does anyone have any suggestions on what I can do in this situation?
I only recently become a director of a voluntary organisation. I am familiar with my responsibilities under company law, but I'm worried that things are not as they should be.
In the last couple of months, things were said and decisions were made at board meetings which are not subsequently recorded in the minutes sent out to the directors. A number of these decisions have not been implemented on the basis that they supposedly were not actually made - since they're not in the minutes.
When the minutes that are distributed are subsequently questioned and amendments suggested, there is a majority of the board that says that such comments and decisions did not in fact happen, and the distributed incorrect and incomplete minutes are adopted by majority.
I tried to bring this issue up at board meetings, but my comments are not minuted, so therefore even my concerns are not noted. Having raised this with the chairman, the response simply was that if something isn't in the minutes, it didn't happen.
I checked the ODCE website, but since this situation is where the spirit of the law isn't being followed, but the letter of the law is, I don't see that they can act.
I appreciate that within the bounds of company law, if something is not in the minutes, it didn't happen. But what can someone do when there is a majority of the board that are acting in this way? The issues of concern at the moment are not major issues for the organisation, but the actions at the moment do not bode well for the future.
Does anyone have any suggestions on what I can do in this situation?