How to run a compliant board meeting in Australia
A board meeting is where directors exercise their authority together. Running it well is partly a matter of practice and partly a matter of law. This guide walks through the steps of a compliant board meeting for an Australian company, from giving notice to signing the minutes, and points to the parts of the Corporations Act that shape each step. The aim is a meeting whose decisions are valid, well recorded, and defensible if they are later questioned.
Give proper notice
A meeting starts with notice. Directors are entitled to reasonable notice of a board meeting, and the notice period and manner usually follow the constitution. The notice tells directors when and where the meeting will be held and how they can take part, and it is accompanied by the agenda and the board pack. Giving notice properly matters because a meeting convened without it can be open to challenge. Keep a record of when and how notice was given.
Confirm a quorum
A board can only act if a quorum is present. The quorum is the minimum number of directors who must be present for the meeting to make valid decisions, and it is usually set by the constitution. The chair confirms the quorum at the start of the meeting, and the minutes record it. If a quorum is lost during the meeting, for example because a conflicted director leaves under section 195, the board needs to check that a quorum remains before continuing on that matter.
Work from a clear agenda
The agenda sets the order of business and marks which items are for noting and which call for a decision. A clear agenda lets the chair manage time, helps directors prepare, and forms the skeleton of the minutes. Standing items usually include attendance and apologies, disclosure of interests, confirmation of the previous minutes, reports for noting, decision items, and general business.
Manage conflicts of interest
Conflicts are managed through disclosure and then the right voting rule. Section 191 requires a director with a material personal interest in a matter relating to the affairs of the company to disclose it to the other directors, unless an exception applies. Section 192 lets a director give a standing notice of an ongoing interest. The board then applies the rule for its entity type. For a proprietary company, the section 194 replaceable rule may allow a disclosed director to remain and vote unless the constitution displaces it. For a public company, section 195 requires the conflicted director not to be present or vote unless an exception applies. The minutes record the disclosure and the action taken.
Vote correctly for the entity type
Voting follows the constitution and the Act. The chair puts each decision item to the board, the directors vote, and the outcome is recorded. The key point is that the conflicted voting rule is driven by the entity type and the constitution, not by habit. Applying section 194 in a public company, or section 195 in a proprietary company, would be the wrong rule. Recording who was present and entitled to vote on each matter removes doubt about who decided.
Record minutes within one month
Section 251A requires the company to keep minutes of the meeting, recorded within one month, and signed by the chair within a reasonable time. A signed minute is evidence of the proceeding unless the contrary is proved. The minutes record attendance, the quorum, disclosures, the matters considered, and the resolutions. Once signed, a minute is not edited; a correction is a separate tracked entry so the original record stands.
Close and follow up
The chair confirms the action items, their owners, and due dates, and the date of the next meeting, then closes the meeting. The action items carry into the next agenda so nothing is lost. Following up between meetings is where many decisions are actually delivered.
How Quorum helps
Quorum supports each step: it builds the notice and agenda, carries forward action items, applies the section 194 or section 195 conflict rule from the entity type rather than guessing, records disclosures and votes, and tracks the one month minute window so you never miss it. The signed minute is stored as an immutable record, and a correction is a tracked entry. This helps you comply with the relevant sections of the Act and enhances governance. The company and its directors remain responsible for compliance.
Part of the Cohiva platform
Quorum is part of the Cohiva platform. Learn more at [www.cohiva.com](https://www.cohiva.com). When a resolution needs signing, [Cohiva Sign](https://www.cohiva.com) provides e-signatures on board resolutions, with the signed document filed back into the record.