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Alex J.
Alex J., Litigator
Category: Scots Law
Satisfied Customers: 3670
Experience:  LLB, LPC, DELF
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Missible director or a member of a company to record

Customer Question

missible for the director or a member of a company to record the proceedings of a meeting for their own personal use as an aide memoir and if so can they do so without informing the meeting they are doing so. It would seem like simply an extension of shorthand. etc
Submitted: 2 years ago.
Category: Scots Law
Customer: replied 2 years ago.
I meant to say...Is it permissible.......
Expert:  dkaplun replied 2 years ago.
Thank you for your post. Please permit me to assist you with your concerns.
Unless the meeting is confidential and the parties to the meeting refrain from taking notes that they would share with third parties, such note taking is permitted. There is nothing illegal about taking personal notes, unless the nature of the meeting itself prohibits it.
Dimitry, Esq.
Customer: replied 2 years ago.
Sorry..I did not explain properly.. When I asked about recording I meant actually using a voice recorder. I know at one time this was probably not allowed. I just wondered in this day and age if recording voice is fundamentally different from taking notes. After all some people are better note takers than others! Shorthand specialists can do things verbatim. Thanks
Expert:  dkaplun replied 2 years ago.
Thank you for your follow-up.
Technically voice recording or physical recording are seen as different. A meeting that is 'closed' can be seen as barring recordings, and since a 'voice' recording is far easier to share with others, the entity can bar it. So yes, the two types of recordings are different. Either can be barred, or one of them, but if there is nothing listed in the bylaws, recordings are permitted.
Dimitry, Esq.
Customer: replied 2 years ago.
Thanks. Just to be clear though. Are you saying that even voice recording is allowed unless there is something in in bylaws forbidding it. Again the recording would be used only for personal use. That is it would not be shared with others. One reason I ask is suppose someone makes a motion at a meeting and it passes. The subsequent reporting of the motion at the next meeting is incorrectly recorded and I challenge it. But the Meeting goes ahead and adopts the incorrect minute. If I have a recording then I can know and insist that it was wrong. If the issue were one that subsequently led to some legal proceedings would I be able to use the recording as proof.
Expert:  dkaplun replied 2 years ago.
Hi, I am stating that unless something is in the bylaws, recordings are permitted. The Board may disallow it if it is proven to be distracting to the proceedings. Hope that helps clarify! Sincerely, ***** *****
Customer: replied 2 years ago.
Yes it is helping. But finally--hopefully--do I have to disclose recording. Modern devices cause no disturbance at all.
Expert:  dkaplun replied 2 years ago.
It depends on the bylaws and if the meeting is deemed open or closed. Furthermore, this now comes under your state's 'recording laws'. Some require 'all party' consent, meaning that if you want to record you need to disclose it or you may be violating criminal laws. Other states permit you to record under the 'one party' consent statute, meaning that so long as one party to the recording consents (meaning you), the recording is legal.
Dimitry, Esq.
Customer: replied 2 years ago.
Just a check....are you referring to US Law. My question was about Scotland. Thanks.
Expert:  dkaplun replied 2 years ago.
I was referring to US law, not Scottish law. My apologies, I was unaware that this is a Scots Law question. Nowhere in your post does it state that this is a Scottish question, and the origination here shows that it is from the US.
Customer: replied 2 years ago.
Sorry.....Can you answer for Scottish Law?
Expert:  dkaplun replied 2 years ago.
I apologize but I am not a Scots law attorney. I will opt out and see if an another professional can assist you.
Expert:  Alex J. replied 2 years ago.
Thank you for your question and welcome.
The law on recording private meetings is that you cannot record where there is a reasonable expectation of privacy. That said even if there is a reasonable expectation of privacy and you record the meeting anyway you are unlikely to get into any trouble just for making the recording - it is what you then do with it that might cause trouble. If you then publish it, you could be breaching someones privacy.
Therefore yes you could in practice record the meetings with sound recording equipment however I would note the following:
(i) If the board or shareholders vote to ban such practices then you will have to accept this;
(ii) If you do anything other than keep the recordings for personal use you risk breach Data Protection and Privacy Laws. For example if you start posting sound recordings of the meetings on social media, you will likely have some complaint against you.
If you are going to discreetly record the meetings, I would make sure you do not let anyone know you are doing it. They will likely object or change the rules to ban such practices.
Kind regards