Overview
FRLP could not provide meeting minutes for one of the six board meetings held during the audit period. Specifically, management could not locate the meeting minutes for the meeting held on January 4, 2021.
If FRLP does not retain all records of its board meetings, then it undermines the integrity of the organization’s governance process, making it difficult to track decisions and actions taken by the board, ultimately affecting accountability and transparency to stakeholders.
Authoritative Guidance
FRLP’s bylaws state,
The records of all meeting of the Board of Directors and meeting of members comprising the corporation shall be kept by the Secretary at his office on the State Pier, or at any other place as the Board of Directors may from time to time determine. In case of the death, absence, or incapacity, or the refusal of the Secretary to discharge his duties, same may be done by any other officer so designated by the Board of Directors.
Additionally, Section 16.01(a) of Chapter 156D of the General Laws states,
A corporation shall keep as permanent records minutes of all meetings of its . . . board of directors, a record of all actions taken by the . . . board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
Reasons for Issue
FRLP explained that 2021 was a transitional year in that the majority of the board was replaced.
Recommendations
- FRLP should ensure that meeting minutes are completed and retained.
- FRLP should establish and implement policies and procedures defining record retention periods.
Auditee’s Response
The FRLP underwent significant transition in early 2021 with the majority of the Board resigning and the Pier Manager resigning. In the spring of 2021, COMPANY A began working with the FRLP. The Meeting Minutes missing are dated January 2021 and occurred before the involvement of COMPANY A and the newly constituted FRLP Board. All Meeting Minutes since the time the newly constituted FRLP Board was in place have been accounted for. As such, [FRLP] would suggest that this occurrence was an anomaly given the transition. We are also recommending that meeting minutes be sent to board members in draft form within 30 days of the meeting to ensure minutes are available to board members prior to the next meeting.
Auditor’s Reply
The steps that FRLP propose may address our concerns regarding this matter. We will follow up with FRLP in approximately six months to assess progress in this regard.
| Date published: | April 16, 2025 |
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