Free board resolution template
A free board resolution template for Kenya. Under section 210 of the Companies Act a company must record minutes of all proceedings at directors’ meetings and keep them for at least seven years. Section 211 is what makes the document worth producing: minutes recorded under section 210 and authenticated by the person presiding are evidence of the proceedings, and the meeting is presumed to have been duly held and convened.
What you still need to do
- Have the minutes authenticated. Section 211(1) of the Companies Act gives them evidential force only if signed by the person who presided, or by the person presiding at the next directors’ meeting.
- Check the quorum in the company’s own articles of association before relying on the meeting. The Act does not set it; the articles do.
- Minute any declared interest, and whether the interested director voted. Section 146 requires a director to avoid conflicts, and authorisation by the other directors is what the minute records.
- Keep the minutes for at least seven years. Section 210(2) requires it, and failure is an offence by the company and by each director in default.
- Make the resolution specific enough for an outsider to act on — name the bank, the account, the contract, the counterparty, the amount.
- Some decisions need the MEMBERS, not the board. Approvals such as a director’s long-term service contract require a resolution of the members under section 157. Check whether the decision is the board’s to make before minuting it as one.
Why each clause is here
Every clause in this document is drawn from the provision named beside it, and the wording of each provision was read in the Act itself. Where the law fixes something a document cannot change, this is where it says so.
Section 210(1) of the Companies Act requires a company to ensure that minutes of all proceedings at meetings of its directors are recorded, and section 210(2) requires it to keep the minutes of each meeting for at least seven years from the date of the meeting. 🔴 Failing either is an offence: the company, and each director in default, are liable to a fine. The company number belongs in the heading because that, not the name, is what identifies the company at the registry.
Section 211(2) of the Companies Act is why clause 1 is worth a line of its own: where minutes are recorded in accordance with section 210, the meeting is presumed to have been duly held and convened, all proceedings are presumed to have duly taken place, and all appointments are presumed validly made. 🔴 Those are presumptions, not guarantees — they can be displaced by evidence to the contrary. Recording the attendance and the quorum accurately is what keeps them standing. The quorum itself comes from the company’s own articles, which is where to check the number.
Section 146(1) of the Companies Act requires a director to avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company — and section 146(3)(b) provides that the duty is not infringed if the matter has been authorised by the other directors. 🔴 So the minute has real work to do: it is where that authorisation is recorded. A resolution approving a transaction a director is interested in, with no declaration minuted, is the one most likely to be challenged later.
Section 211(1) of the Companies Act: minutes recorded in accordance with section 210 are, IF AUTHENTICATED by the person presiding at the meeting or at the next directors’ meeting, evidence of the proceedings of the meeting. 🔴 Write the resolution so that a stranger can rely on it. The bank or counterparty reading this will not be in the room and cannot ask what was meant — an authority to sign "documents" is a resolution they will send back.
🔴 The signature is what switches section 211 on. Minutes become evidence of the proceedings only if authenticated by the person who presided at the meeting, or by the person presiding at the next directors’ meeting — unauthenticated minutes carry none of the presumptions in section 211(2). Keep the signed original for at least seven years, as section 210(2) requires; a scan in a shared drive is convenient, but the obligation is to keep the minutes.
The provisions, in the Act’s own words
Spacing is normalised for reading. Every word is the Act’s.
A company shall ensure that minutes of all proceedings at meetings of its directors are recorded. … A company shall keep the minutes of each meeting of its directors’ for at least seven years from the date of the meeting.
the meeting is presumed to have been duly held and convened; … all proceedings at the meeting are presumed to have duly taken place; and … all appointments at the meeting are presumed to have been validly made.
A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company.
Minutes of a meeting of the directors recorded in accordance with section 210 are, if authenticated by the person presiding at the meeting or by the person presiding at the next directors’ meeting, evidence of the proceedings of the meeting.