—(1) Every company shall cause —
minutes of all proceedings of general meetings and of meetings of its directors and of its managers, if any, to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and
those minutes to be signed by the chairman of the meeting at which the proceedings were had or by the chairman of the next succeeding meeting.
(2) Any minutes so entered that purports to be signed as provided in subsection (1) shall be evidence of the proceedings to which they relate, unless the contrary is proved.
(3) Where minutes have been so entered and signed, then, until the contrary is proved —
the meeting shall be deemed to have been duly held and convened;
all proceedings had thereat shall be deemed to have been duly had; and
all appointments of officers or liquidators made thereat shall be deemed to be valid.
(3A) Every company shall keep minute books in which it shall cause to be entered the following matters:
if the company has only one director —
the passing of resolutions by that director; and
the making of declarations by that director;
resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or declaration.
(3B) The company shall ensure that minutes of the passing of a resolution referred to in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
(3C) The director of a company with only one director who has passed a resolution or made a declaration shall sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
(3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) shall be evidence of the resolution or declaration to which they relate, unless the contrary is proved.
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[UK, 1948, s. 145; Aust., 1961, s. 148; Aust., 2001, s. 251A]