Earlier this year a small fur bearing rodent of the fluffius tailius (as they would say in Road Runner Latin) family was announced as dead on arrival near the centre line of Canal Street in Ottawa.
Upon arrival at the emergency ward of the local vet clinic, the squirrel arose momentarily and in a perfect imitation of the famous author uttered "The reports of my death are greatly exaggerated." He then immediately dropped into a coma. As cards and letters of support poured in from those familiar with the wee poor beastie, his strength began to return and we began seeing daily whisker twitches, some wiggling of toes and an occasional swish of the tail. I'm delighted to update you that he ate his first full acorn of the season yesterday.
This latest reason to give thanks is all because of your great feedback on the Dead Squirrel Conundrum. You may recall that the issue was what to do with an error in an old set of minutes. Given a choice between correcting it without board approval, annoying your board to approve a minor correction, or ignoring it and moving along, I suggested ignoring it might be the best route.
As ever, things are not always a simple as they seem and some great ideas poured in for other issues to consider and ways to handle the situation. Today, I'm sharing the three best comments on the conundrum with you.
Sylvia,
I'm not sure I entirely agree with this proposition. Shouldn't you also be worried about the question that you may get on the stand, if it came to light that the document had an error in it and you didn't do anything:
"So what you're telling me is that when you typically see errors in documents, you don't say or do anything about them?"
You may also want to consider requirements in the United States that books and records be kept accurately (for instance, under the U.S. Foreign Corrupt Practices Act). An inadvertent mistake in the record that is not corrected may give rise to a violation of this law.
I think the question is a great one nonetheless. Thanks for bringing it up!
Jeffrey M. Taylor, Associate General Counsel, Pepco Holdings, Inc.
Sylvia,
The practice that I have followed when discovering a long-ago typo in the Board minutes is to correct the original minutes by pen with a hand written note in the margin showing who made the correction and the date the correction was made. Corrections of this type are few and made for all to see.
When asked how often the Secretary has changed or altered minutes, showing these few instances, and the bases for the corrections, can make the Secretary's assurances about the integrity of the minutes more credible, some have suggested.
Just one person's practice; other approaches may be valid as well.
Steve Norman, former Secretary, American Express Company
Sylvia,
I think my response would be, "it depends". It depends on when the meeting was, how significant the typo was, and also a lot on the type of organisation and the makeup of the Board, and the character of the Chair. Your point about a signature page is a good one, but in most organisations I've been involved with, the Chair has always initialled every page of a set of minutes, so that get-out wouldn't apply.
A "do nothing" scenario is another tool in the toolbox, although it also leaves the company open to potential liability; due diligence on board minutes in pursuance of a mortgage, or a sale, or any other matter, for example, would bring the error to light, and might only result in increased scrutiny of documents; after all, if a company can't be trusted to get its Board minutes right, how can we trust anything else?
I think I would tell the Chair, and ask him/her to make a handwritten amendment to the minute book copy and initial it, so that it's obvious that the change was done with approval, but it's equally obvious that they were an error. That way, we do have an audit trail, and a good hand-on-heart response to that counsel's question.
Nigel Blumenthal, President, Embersoft Inc.
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