The introductory part of the protocol contains: Protocol in modern office work. What is a protocol

The protocol occupies a special place in the system of organizational and administrative documents. On the one hand, it can be classified as information documents (since it contains information about the progress of the discussion of some management issues), and on the other hand, the protocols contain an operative part and, thus, can be considered as administrative documents.

Minutes are a document recording the progress of discussion of issues and decision-making at meetings, sessions, sessions, conferences. The protocols document the activities of permanent collegial bodies, such as boards of committees and ministries, municipal governments, as well as scientific, technical, and methodological councils.

Meetings of shareholders and meetings of boards of directors are subject to mandatory minutes.

Protocols are submitted to government authorities for registration (for example, when registering commercial banks, chambers of commerce and industry, etc.). Minutes are also drawn up to document the activities of temporary collegial bodies (conferences, meetings, meetings, seminars, etc.).

The minutes are drawn up on the basis of records that were kept at the meeting by the secretary manually or using a voice recorder.

Depending on the type of meeting and the status of the collegial body, the form of the protocol is selected: short, full or stenographic.

Brief protocol - records the issues discussed at the meeting, the names of the speakers and the decisions made (see Appendix 1). It is recommended to keep such minutes only in cases where the meeting is taken in shorthand, reports and texts of speeches will be presented to the secretary, or when the meeting is of an operational nature.

The full protocol records not only the issues discussed, decisions made and the names of speakers, but also fairly detailed records conveying the content of the reports and speeches of the meeting participants, all opinions expressed, questions and remarks voiced, comments, positions. The full minutes allow you to document a detailed picture of the meeting (see Appendix 2).

The stenographic protocol is compiled on the basis of a stenographic report of the meeting (transcript) and literally conveys the process of discussing each issue and the development of a decision on it. Office work (Organization and technologies for document support of management): Textbook for universities / Kuznetsova T.V., Sankina L.V., Bykova T.A. and etc.; Ed. prof. T.V. Kuznetsova. - M.: UNITY-DANA, 2003. - P. 166..

Full and stenographic minutes are compiled on the basis of handwritten stenographic or tape recordings that are kept during the meeting.

All types of protocols are drawn up on a general form, which includes the following details: name of the institution (organization, enterprise), type of document (protocol), place for putting the date, index of the document, place where the protocol was drawn up, place for the heading of the text. The date of the minutes is the date of the meeting (minutes, as a rule, are drawn up after the meeting). If it lasted several days, then the protocol date includes the start and end dates.

For example: 21 - 24.01.2000.

The number (index) of the protocol is the serial number of the meeting. The numbering of protocols is carried out within the calendar year or the term of office of the collegial body.

The title to the text of the minutes, as a rule, reflects the type of meeting or collegial activity and is consistent with the name of the type of document. For example: Minutes - meetings of the board; - meetings of the workforce; - meetings of heads of structural units.

The text of the protocol includes introductory and main parts.

In the introductory part of the protocol, after the title, the surnames and initials of the chairman and secretary of the meeting are given (in the short form of the protocol, this information is omitted). From a new line after the word “Present”, the surnames, initials of the permanent members of the collegial body (in alphabetical order), surnames, initials and positions of those invited to the meeting are listed. When drawing up the minutes of an extended meeting, the names of the participants are not listed, but their total number is indicated by a number. Counting of participants is carried out according to registration lists, which are transferred to the secretary of the meeting and become one of the annexes to the minutes.

The introductory part of the minutes includes the agenda. It lists the issues discussed at the meeting with the names of the speakers (rapporteurs) and sets out the sequence of their discussion. The agenda of the meeting, as a rule, is drawn up in advance and should include the optimal number of issues that can be considered and discussed at the meeting Larkov N.S. Documentation: Study. village - Tomsk: Tomsk. state University, 2005. - P. 106..

The text of the main part of the protocol is drawn up in accordance with the sequence of issues established by the agenda.

The main body of the protocol contains as many sections as there are items included in the agenda. In accordance with it, sections are numbered. Each section consists of three parts: “LISTENED”, “SPEAKED”, “DECIDED”, which are printed from a paragraph in order to highlight in the text of the protocol the speech of the main speaker, the participants in the discussion of the issue and the operative part formulating the decision of the meeting.

For the same purpose, in the text of the protocol, each surname and initials of the speaker are printed on a new line in the nominative case. The presentation of the recording of the speech is separated from the surname by a hyphen; it is presented in the third person singular.

The minutes are drawn up by the secretary of the meeting. Signed by the chairman and secretary.

An extract from the minutes is an exact copy of part of the text of the original minutes relating to the agenda item for which the extract is being prepared. At the same time, all the details of the form, the introductory part of the text, the agenda item on which the extract is being prepared, and the text reflecting the discussion of the issue and the decision made are reproduced. The extract from the protocol is signed only by the secretary, who also draws up the certification. It consists of the word “Correct”, an indication of the position of the person certifying the copy (extract), personal signature, surname, initials and date. If an extract is given for submission to another organization, it is certified by a seal.

Thus, the largest administrative reform of Peter I was associated with the replacement of numerous and cumbersome orders by collegiums. The creation of the boards was not initially associated with the development of any new rules for organizing office work in the country's central institutions. The publication of the General Regulations on February 28, 1720 legislatively determined the structure, staff, rights and responsibilities of officials, the procedure for the work of boards and other new central institutions. However, the General Regulations, while defining the general structure and principles of operation of the boards, did not establish new types ( varieties) of office work, legislative documents, but only contained general recommendations for their preparation. Rather, it was a general modernization of the document form. A.A. Lukashevich, analyzing the text of the General Regulations and its original edition, found that its drafters never finally determined the nomenclature of documents emanating from the boards and limited themselves only to the general wishes of Lukashevich A.A. Types of documents in the Russian state in the first quarter of the 18th century. (based on the General Regulations) // Soviet archives. 1991. No. 4. P. 64..

The transition to “managing affairs” in the new central institutions “in a new manner” could not happen overnight, despite government threats of severe punishment. Over the many decades of their work, the abolished orders have accumulated vast experience in drawing up various types of official documents, so the introduction by legislation of new types of documents did not lead to the rapid and final displacement of the old ones. And in the General Regulations itself there was no strict assignment of one name to the document. Hence the polysemy of office terms, which is visible at all stages of its development. Even in the published text of the Regulations, the dual use of terms was allowed: “journal” - “everyday note”, “decree” - “letter”, “concepts” - “black essays”, “works of all kinds of decrees and reports”, “patents” - “complaint” certificate of rank", "memorials" - "denunciations", etc. Thus. The General Regulations legislated the functioning of equivalent synonymous words, which, of course, did not contribute to the improvement of office work not only in boards, but also in other institutions of the country. The text of the Regulations is so oversaturated with foreign words that a dictionary (“Interpretation of Foreign Speeches”), compiled as an appendix to it, was necessary.

A document such as the minutes of the general meeting of founders is of particular importance for an LLC. Let's consider the key points and general rules that should be followed when compiling it.

Legislative innovations of 2013

In May 2013, amendments to the Civil Code clarified many important issues, including the issues of drawing up minutes of the general meeting of founders. Since September of the same year, the amendments came into force and began to operate. The main feature of the innovation is more stringent requirements for the form of the protocol. When designing it, you can take much fewer liberties than before.

The sanction in case of violations is extremely simple: if the protocol was drawn up with violations, then all decisions of the meeting of founders recorded in it can be challenged. To ensure that the document is not contestable, you should carefully consider the preparation of the protocol. Moreover, the requirements have become clearer, and legislators have introduced unified standards for LLCs and other forms of business: OJSC and CJSC.

Protocol structure

Let's look at the structure of the protocol in general. Understanding each part of it is quite capable of protecting you from mistakes and allowing you to get away from meaningless formalism, which often becomes the cause of these very mistakes.

Protocol header

For the protocol to have legal force, the title must indicate the full name of the organization, which begins with the words “Limited Liability Company.” The name of the structural unit is indicated only if the meeting was held within the framework of this unit.

The word “PROTOCOL” is written in capital letters and is located one or two lines below the name of the LLC. This is the name of the document itself.

The date is based on when the meeting was held, not when the minutes were finalized and signed. If the meeting lasted not one day, but several, then indicate the start date and end date of the meeting. You can enter the date in different ways:

  • digital (used more often when recording operational activities and meetings);
  • alphanumeric (the name of the month is written in letters; after the number indicating the year, the word “year” is written).

The date is usually located on the next line after the title of the document (the word “protocol”) or above a special delimiter line in the general form.

It is necessary to indicate the protocol number (index). It is indicated on the same line as the date of the meeting. The index and date may also have a separate place on the general form. The index is the serial number of the meeting within the calendar year in which it took place, or within the term of office of the constituent body. When using a serial number from one to nine, usually one digit is not written, but two are put, that is: “01”, “02” and so on.

After the date and index, on the next line, the place where the protocol was compiled is indicated. It is necessary to indicate the name of the locality or geographic location where the meeting of founders took place. In this case, you can use abbreviations, but always the same ones that are used when registering postal shipments, for example, “g.” (city), "region" (region), "s." (village), “district” (district) and so on.

Next, the protocol header itself is indicated. It must be in the genitive case (answer the question “minutes of what?”) and be consistent with the collegial activities of the meeting. In this case, it is necessary to write: “General meeting of founders.” Be sure to write with a capital letter, and place it one or two lines below the place. This detail is located on a specially marked place on the general form or is drawn up from the left margin of the document.

Content part (the actual text of the protocol)

The text of the protocol consists, in turn, of two parts: introductory and main. The introductory one is strictly formalized, but the main one can have a different form.

The introductory part contains information about the composition of people who were present at the meeting, as well as the agenda.

After the words “General meeting of founders”, information about the chairman and secretary of the meeting is indicated two lines later. They are drawn up on different lines: the position is indicated, followed by a dash, then the surname and initials.

Then, after another two lines, the word “Present” is written with a colon, and all persons participating in the meeting are listed in alphabetical order. The rules are as follows:

  1. Position not specified. The listing should be separated by commas, indicating the surname and initials after it.
  2. If more than 15 people are present, a note is made about this. The words are written: “The list is attached,” and the list itself is drawn up separately and is an appendix to the protocol.

If officials who are not members of the founders are present at the meeting, then their positions with surnames and initials are indicated in a separate list, after the word “Invitees” with a colon, two lines after the list of present founders.

After this, the words “Agenda” are written with a colon, and then the issues that are considered at the meeting are listed in a numbered list (Arabic numerals with dots). The rules are quite simple:

  1. Each list item begins with the preposition “O” if it answers the question “about what?”
  2. If a specific report is being heard, the position, surname and initials of the speaker are indicated.
  3. The order of questions is usually determined by the degree of their importance: first the most important questions, then the secondary ones.
  4. It is important to formulate questions clearly and concisely, so that when reading, it is immediately clear what is being discussed.
  5. Even if the agenda was previously formed as a separate document and sent to the meeting participants, you cannot write: “The agenda is attached.” This part of the text must be included in the protocol itself.
  6. Sometimes the speech of meeting participants is not entirely businesslike, emotional, and not lexically verified. The secretary's task is to make the wording as clear, dispassionate, and businesslike as possible.

The main part of the text usually consists of blocks entitled with the words: “Listen”, “Speech”, “Resolved”, “Voted”. The composition of these blocks may be different, but the order is maintained.

After the word “Listen”, the main speaker is indicated, after whose last name and initials (in the genitive case, answering the question “who listened?”), you need to indicate the general topic or idea of ​​the report through a dash (the answer to the question “what?”). Then the essence of the report can be briefly summarized, usually from a third person in the past tense (“told”, “explained”), or general language is used (“on the agenda”). If the report was very voluminous, it can be issued separately with the indication: “The text of the report is attached.”

After the word “Spoke”, the names and initials of the speakers are listed. The thoughts expressed by the speakers are written through a dash (in the form of indirect or direct speech). If questions arose during the presentation, they can also be indicated in the text as they arise.

Resolutions adopted by the founders of the meeting are numbered in order and written after the word “Resolved”. We take into account the following points:

  1. The word “Decided” is usually not used, as it is more applicable to governing bodies (board of directors, for example).
  2. Each bullet point should communicate a specific action that needs to be taken as a result of the meeting.
  3. Items correspond to agenda items. If there are several resolutions on an issue, they are formalized as subparagraphs: “1.1”, “1.2” and so on.
  4. Resolutions must answer the question “what to do?”
  5. The deadline must be indicated.

Design part

After downloading and viewing, you should pay attention to the final, design part. The rules here are simple, but they must be followed:

  1. The signatures of the chairman and secretary are placed on the already verified and executed protocol, three or four lines after the end of the main text, between the word denoting the position and the surname with initials.
  2. Signatures have legal force only on the original document.
  3. It is usually not necessary to certify the protocol with a seal.
  4. The secretary has the right to certify with his signature a photocopy of the protocol or an extract from it. If a copy or extract is used outside the enterprise, it must be certified with the seal of the LLC.

What you should pay attention to

In addition to the above rules, there are several important points that should not be forgotten:

  1. Although the rules may seem overly formalized, they are best followed. Otherwise, the protocol may be challenged and declared invalid.
  2. The right to challenge the minutes of the meeting of founders, drawn up in accordance with all the rules, has the right to challenge only one of the meeting participants if he voted “against” on any issue and demanded that this be included in the minutes, or abstained.
  3. Thanks to the new rules, banks and other organizations now have access to the list of meeting participants. Vague and non-specific formulations are a thing of the past. Information has become more transparent.
  4. It remains not entirely clear what to do with the indication of persons who are present at the general meeting, but are not part of the founders. This issue, quite possibly, will be further clarified by new legislative amendments. Fortunately, this situation does not arise very often.
  5. The protocol is now mandatory to be signed by the secretary, and not just by the chairman. Previously, this was relevant only for OJSC and CJSC. The secretary's signature confirms that the document is drawn up correctly and does not contain inaccuracies or errors.

Knowing how to write and execute minutes of a meeting, LLC founders protect themselves from illegal challenges and internal disagreements. Compliance with these rules will make enterprise management more stable and confident.

The introductory part of the protocol text contains constant information(words: “Chairman”, “Secretary”, “Present”, “Invitees” ”, “Agenda”) and variable(surname and initials of the chairman, secretary and those present). The words “Chairman”, “Secretary”, “Present”, “Agenda” are printed from the left margin.

The list of those present first lists the members of the collegial body, then the invitees, indicating the positions and organizations they represent. The names of those present are listed in alphabetical order. If there are more than 15 people present, then their total number is indicated and in brackets - “the list is attached.” The list of invitees is compiled separately and attached to the protocol if there are more than ten invitees.

There is no agenda in the short form minutes.

Agenda includes list of issues discussed at the meeting (session), title of reports (reports, messages, information), title of the speaker's position, his initials and surname (in the genitive case).

Main part of the short form protocol the presentation is structured according to the scheme: “LISTENED - DECIDED (DECIDED)” - without the text of the speeches.

Main part of the full form protocol the presentation is structured according to the scheme: “LISTENED - SPEAKED - DECIDED (DECIDED)” - separately for each issue under consideration according to the agenda. These words are printed in capital letters from the edge of the left margin. The number of the agenda item is placed before the word “LISTENED”, followed by a colon.

In case of fundamental disagreements, individual speeches of the participants may be recorded in short-form protocols.


The operative part of the protocol ends with an indication of the official responsible for monitoring the implementation of decisions (decisions) or individual points of decisions.

The protocol is signed the chairman of the meeting and the secretary.

Protocols are numbered serial numbers within the calendar year. The minutes of joint meetings (sessions) must have composite numbers, including the serial numbers of the minutes of the organizations that took part in the meeting.

Individual protocols have an approval stamp; decisions of meetings on issues beyond the competence of the meeting participants are subject to approval.

Memorandum - an informational document addressed to a superior manager in the order of direct subordination and containing a detailed statement of any issue with the conclusions and proposals of the originator.


A memorandum can be drawn up either on the initiative of its author (making proposals, presenting requests, facts, phenomena), or at the direction of the relevant manager (reporting memos on the progress, status, completion of any work, instructions, plans, etc.)

External- memos (addressed to the heads of a higher body are drawn up on letterheads, internal(addressed to the head of the organization) - on plain A4 or A5 paper.

The date of the memorandum is the date of its signing.

Initiative memos requiring execution (decisions) are registered; if necessary, their implementation is controlled in accordance with the resolution of the relevant manager.

The memorandum must have a title to the text that reveals its content. The first part of the text sets out the facts or events that gave rise to the writing of the memorandum. The second part should contain conclusions and proposals for specific actions that, in the opinion of the compiler, need to be taken in connection with the facts presented.

The text of the memorandum should not begin with the words “I bring to your attention,” but rather this way: “On your instructions, I carried out...”, etc.



 
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