CGOV.11:5.1 - A conditional purchase becomes an unconditional minute

OrnaCo’s supplied rules reserve purchases above 100 to its board. For this matter, one interested director is excluded; both other directors must participate and approve. Signing power does not by itself authorize a purchase. The two eligible directors have the notice and information required by the supplied rules.

They consider a purchase of 120. The valuation depends on renewal of a customer contract. Both approve the purchase only if that renewal is obtained in writing before commitment, with a price ceiling of 120. Under the supplied meeting procedure, that vote makes the conditional decision. Renewal has not yet been obtained.

The draft minute says only “purchase approved”. Recovering the actual act exposes the missing condition. Correct the minute and the instruction to the authorized signatory to preserve renewal before commitment and the ceiling. The existing decision supports preparatory work; it does not permit immediate commitment. No new valuation is needed merely to restore the condition already used in deliberation.

If the directors instead wish to commit without renewal, they must consider that changed proposal through its applicable decision route. The minute cannot be edited to manufacture their changed judgement.