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www.GovernanceStudio.ca

Greetings!

It's that magical time of year where my Canadian friends have recently been thankful and my American friends are about to be!

 

Taking a cue from that I'm working on being grateful every day. And, I'm sharing a bit of that gratitude with you and your friends.

 

First off, I'm sharing the details of the contest promised in the book AAA+ Minutes™. Those of you who have your copy already know there is a secret hidden within the pages (actually there are two, but the second is related to the first and so ingeniously hidden that I'm not sure it's even fair to ask anyone to figure it out). For now, we will stick to the first and I will give you one hint: Think Pop Culture. The first reader to email me the secret will get an awesome prize package including:

  • A copy of the book to be donated to a charity of their choice
  • A cool and stylish portable apple speaker for ipod or mp3 players
  • $250 Visa gift card

 

Second, to continue celebrating the launch of the book, We Are Giving A Little Back To You And Little More Back To Charity. Every book purchased using the 5for5 coupon code (just fill that in on the purchase page) gives you 5 off of the cover price and gives $5.00 towards donating a book to a charitable organization. Thanks to all the early purchases, books are already on their way out to charities.

Thank you all - I'm so grateful for all the support! And, read on to find out who else thanks you. 

 

Cheers,

Sylvia

How to Resuscitate a Dead Squirrel

Earlier this year a small fur bearing rodent of the fluffius tailius (as they would say in Road Runner Latin) family was announced as dead on arrival near the centre line of Canal Street in Ottawa.

 

Upon arrival at the emergency ward of the local vet clinic, the squirrel arose momentarily and in a perfect imitation of the famous author uttered "The reports of my death are greatly exaggerated." He then immediately dropped into a coma. As cards and letters of support poured in from those familiar with the wee poor beastie, his strength began to return and we began seeing daily whisker twitches, some wiggling of toes and an occasional swish of the tail. I'm delighted to update you that he ate his first full acorn of the season yesterday.

 

This latest reason to give thanks is all because of your great feedback on the Dead Squirrel Conundrum. You may recall that the issue was what to do with an error in an old set of minutes. Given a choice between correcting it without board approval, annoying your board to approve a minor correction, or ignoring it and moving along, I suggested ignoring it might be the best route.

 

As ever, things are not always a simple as they seem and some great ideas poured in for other issues to consider and ways to handle the situation. Today, I'm sharing the three best comments on the conundrum with you.

 

Sylvia,

 

I'm not sure I entirely agree with this proposition. Shouldn't you also be worried about the question that you may get on the stand, if it came to light that the document had an error in it and you didn't do anything:

 

"So what you're telling me is that when you typically see errors in documents, you don't say or do anything about them?"

 

You may also want to consider requirements in the United States that books and records be kept accurately (for instance, under the U.S. Foreign Corrupt Practices Act). An inadvertent mistake in the record that is not corrected may give rise to a violation of this law.

 

I think the question is a great one nonetheless. Thanks for bringing it up!

 

Jeffrey M. Taylor, Associate General Counsel, Pepco Holdings, Inc.

 

Sylvia,

 

The practice that I have followed when discovering a long-ago typo in the Board minutes is to correct the original minutes by pen with a hand written note in the margin showing who made the correction and the date the correction was made. Corrections of this type are few and made for all to see.

 

When asked how often the Secretary has changed or altered minutes, showing these few instances, and the bases for the corrections, can make the Secretary's assurances about the integrity of the minutes more credible, some have suggested.

 

Just one person's practice; other approaches may be valid as well.

 

Steve Norman, former Secretary, American Express Company

 

Sylvia,

 

I think my response would be, "it depends". It depends on when the meeting was, how significant the typo was, and also a lot on the type of organisation and the makeup of the Board, and the character of the Chair. Your point about a signature page is a good one, but in most organisations I've been involved with, the Chair has always initialled every page of a set of minutes, so that get-out wouldn't apply. 

 

A "do nothing" scenario is another tool in the toolbox, although it also leaves the company open to potential liability; due diligence on board minutes in pursuance of a mortgage, or a sale, or any other matter, for example, would bring the error to light, and might only result in increased scrutiny of documents; after all, if a company can't be trusted to get its Board minutes right, how can we trust anything else?

 

I think I would tell the Chair, and ask him/her to make a handwritten amendment to the minute book copy and initial it, so that it's obvious that the change was done with approval, but it's equally obvious that they were an error. That way, we do have an audit trail, and a good hand-on-heart response to that counsel's question.

 

Nigel Blumenthal, President, Embersoft Inc.

 

AAA+ Minutes™ Launch 

The AAA+ Minutes™ Launch party was a success! Here's a few photos of family, friends, and clients from this great event!
 
Thanks to everyone who came out for the launch event!
 

Questions? 

Send me an email at sylvia@governancestudio.ca if you have a question about a governance practice or a corporate secretarial procedure.

  
I will reply to you privately. With your permission, I will share the question and answer (but not your name or organization) in an upcoming newsletter.

 

SGHeadShot 

Coming Up

Emcee Corporate Governance Awards 2013

 

Location: New York, NY

Date: January 8, 2013

Venue: Gotham Hall

 

Check out all the details and get your tickets for this great event that celebrates Corporate Secretaries at Corporate Secretary Magazine

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Shout outs

Thanks to our new subscribers this past month hope you enjoy your quick tips from AAA+ Minutes™.


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