(1) A company must keep minute books in which it records within 1 month:

(a)

proceedings and resolutions of meetings of the company's members; and

(b)

proceedings and resolutions of directors' meetings (including meetings of a committee of directors); and

(c)

resolutions passed by members without a meeting; and

(d)

resolutions passed by directors without a meeting; and

(e)

if the company is a proprietary company with only 1 director—the making of declarations by the director.

Note: For resolutions and declarations without meetings, see sections 248A, 248B, 249A and 249B.

(2) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a)

the chair of the meeting;

(b)

the chair of the next meeting.

(3) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed. (4) The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made. (5) A company must keep its minute books at:

(a)

its registered office; or

(b)

its principal place of business in this jurisdiction; or

(c)

another place in this jurisdiction approved by ASIC.

(6) A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.