Although associations are not legally obliged to record the deliberations of their governing bodies in the form of minutes or a register of deliberations, these documents are essential to validate the legitimacy of decisions taken. This article examines the management and benefits of this practice, and the challenges it presents for your association.
Unlike companies, the law does not require associations to systematically draw up and keep minutes of meetings of their governing bodies, except for those recognized as being of public utility. However, these documents are essential for certifying the conformity of internal decisions.
The legal value of association minutes
For associations that choose to draw them up, the minutes serve as initial proof of the regularity of the deliberations of their governing bodies. However, they can be challenged and their veracity called into question by other evidence, such as witness testimony or electronic communications.
Decision-making chronicles: the importance of the register for your association
An up-to-date register of deliberations provides a clear chronology of all decisions adopted by your association, providing solid proof of its proper functioning. Failure to document decisions in writing can result in their annulment in court if their legality cannot be formally proven.
Recording deliberations: flexibility of form and practical advice
There is no specific format for keeping a deliberations register. However, it is advisable touse a well-structured binder, with no blank spaces or modifications. It is advisable to have the register signed and initialed by the association's president, and to keep it at the registered office for at least 5 years, in line with the legal period of civil prescription.
Internal bylaws and impact on minutes
In some cases, the articles of association or by-laws specify the obligation to draw up and keep minutes. Failure to comply with this obligation may invalidate the decisions recorded.
Recommended content for association minutes
Detailed minutes are preferable to ensure a faithful record of deliberations. The elements to be included are often specified in practical guides adapted to the management of associations.
Risks associated with absence of minutes
Even if there is no direct legal sanction for the absence of minutes, an association may find it difficult to prove the validity of its actions and decisions. In the event of a dispute, this could lead to the annulment of these decisions by a court of law. On the other hand, falsifying or using false minutes is a criminal offence, punishable by heavy penalties, including prison sentences and significant fines.