Board Meeting Minutes

Board Meeting Minutes

Board meeting minutes record the board of director’s actions and decisions. They serve as an official and legal record of nonprofit board meetings, which means they should include more than a simple overview of discussions.

Taking good meeting minutes at a board meeting is an important and fulfilling role. Board meeting minutes are more than a general accounting of board discussions; they serve as an official and legal record of the meeting of the Board of Directors.

Minutes are used in a variety of ways including tracking progress, detailing future plans, and serving as a reference point. Among other things, your meeting minutes should reflect a record of motions, votes, and abstentions.

The core purpose of board meeting minutes is to show that the board members did the following:

  • Followed relevant procedures.
  • Complied with the state laws pertaining to tax-exempt nonprofits.
  • Obeyed the organization’s own bylaws and aligned decisions with its mission.

Taking Minutes for a Board Meeting

In your role as company secretary, you’ll essentially have four steps involved with recording effective minutes for a meeting. You’ll need to spend a little time planning before the meeting, take notes during the meeting, and write a formal report after the meeting. You’ll also be responsible for filing and sharing the minutes of each meeting.

Step 1: Preparation for the Board Meeting

In learning how to take meeting minutes for a board meeting, it’s important to note that every organization records their minutes a little bit differently. Have a discussion with the board president about any current or expected formats that you are expected to use. Review past meeting minutes to use as a template. Ask the board president for a copy of the meeting agenda, including the names of all attendees, including guests or speakers.

Step 2: Taking a Record of the Board Meeting

Unless your organization requires you to type notes at the meeting, you can either type them out or write them longhand. Using a strong meeting minutes template can help you maintain more structured minutes. The two most important things to know when understanding how to take minutes at a board meeting is what information to record and how to present it.

To take effective minutes for a board meeting, you should include:

  • Date of the meeting
  • Time the meeting was called to order
  • Names of the meeting participants and absentees
  • Corrections and amendments to previous meeting minutes
  • Additions to the current agenda
  • Whether a quorum is present
  • Motions taken or rejected
  • Voting-that there was a motion and second, and the outcome of the vote
  • Actions taken or agreed to be taken
  • Next steps
  • Items to be held over
  • New business
  • Open discussion or public participation
  • Next meeting date and time
  • Time of adjournment

How you detail the discussions during a board meeting is as important as making sure to include all of the information in the bullets shown above. For each agenda item, write a short statement of each action taken by the board, along with a brief explanation of the rationale for their decision. If there are extensive arguments, write a succinct summary of the major arguments.

Record discussions objectively, avoiding inflammatory remarks and personal observations. A good way to do this is by avoiding adjectives and adverbs whenever possible. Check your language to be sure that it is clear, unambiguous, and complete.

Minutes are an official and legal record of the board meeting.

In a legal arena, meeting minutes are presumed to be correct and can be used as legal evidence of the facts they report. Document board discussions to accurately reflect the actions and intentions of the board directors. Boards have legal liability, so keep information basic and language simple to avoid any legal complications that place the organization at a disadvantage in any legal proceedings. Use names only when recording motions and seconds.

After the meeting, you will want to write the formal record when everything is still fresh in your mind, so prepare the record as soon after the meeting as you possibly can.

Step 3: Writing the Official Record of Board Meeting Minutes

Review the agenda to gain the full scope of the meeting. Add notes for clarification. Review actions, motions, votes, and decisions for clarity. Edit the record so that the minutes are succinct, clear, and easy to read.

It’s better to attach meeting handouts and documents that were referred to during the meeting to the final copy, rather than summarizing the contents in the minutes.

Step 4: Signing, Filing, and Sharing Minutes

Once your meeting minutes are fully written, you are responsible for making them official by having the board secretary sign them. Your organization may also require the president’s signature.

As part of knowing how to take minutes for a board meeting, you should always follow your organization’s by-laws and protocols for storing minutes. It’s a good idea to have back-up copies either in print, a hard drive, or (best case) a board portal.

The secretary also has the responsibility for sharing minutes. Make sure the president has approved the minutes before sharing in print or online.

Helpful Tips for Taking Board Meeting Minutes
  • Use a template
  • Check off attendees as they arrive
  • Do introductions or circulate an attendance list
  • Record motions, actions, and decisions as they occur
  • Ask for clarification as necessary
  • Write clear, brief notes-not full sentences or verbatim wording
  • Maintain the same verb tense
Common Mistakes in Taking Board Meeting Minutes
  • Failure to document a quorum
  • Ambiguous description of board actions
  • Including information that could harm the board in a legal sense
  • Lengthy delays in providing minutes after a meeting
  • Delays in approving minutes from past meetings-missing mistakes
  • Failing to file and manage documents
  • Failing to get documents signed so they serve as an official and legal record

Always be mindful that the purpose of taking meeting minutes is to reflect the true intentions of the board and that they are an official and legal record. Given the breadth of detail and complexity of the process associated with proper documentation of meeting minutes, in learning how to take minutes for a board meeting many organizations find that using a tool, such as board portal software, helps make this work easier and more efficient, and ultimately elevates organizational performance. As serious as the job is, the task of taking and preparing minutes is a rewarding and edifying experience.

Company Secretary Guide to Taking Minutes

1. Use the Agenda as a Board Meeting Minutes Template

As with most meetings, planning ahead is critical to creating a defined outline that will lead your board meeting in effective conversation. If board administration creates a board meeting minutes template that’s blended with the agenda, taking minutes becomes incredibly straightforward and much less prone to error.

Many board secretaries or administrative staff create a note-taking outline a few days before the meeting. Consider using the meeting agenda as a guideline, and outline important issues that will be covered.

This outline gives you a predefined structure to follow, so you can spend more time listening and accurately capturing the conversation, rather than trying to start from scratch and record everything on the fly.

2. Assign a Minute-taking in Advance

Putting a board member on the spot could come as a very unpleasant surprise. In fact, this will certainly compromise the quality of that board member’s engagement and participation levels and could even go as far as to compromise the quality of the meeting minutes.

Because of this, you’ll want to choose a minute-taker in advance. Have the same person take minutes at every meeting and designate a backup person to take them for when that regular minute-taker is unable to attend.

This allows these individuals to familiarize themselves with the process and will ultimately lead to stronger, clearer board minutes. Typically, the designated minute-taker is the board’s secretary.

3. Write in an Objective Voice

One of the most important aspects for your board secretary to remember is that board meeting minutes must be written objectively. When you encounter controversial issues or contentious votes, attempt to summarize the debates and arguments. Weed out all the emotion by following these suggestions:

  • Stick to the facts, including votes in favor of a motion, votes against a motion, abstentions, and pertinent details about discussions. Listen carefully to the main topics and simply document significant portions of the discussion.
  • Ask a third party — someone who is not on the board— to read the board minutes to give you an unbiased opinion. When doing so, make sure the third party is not privy to any confidential information.
  • Return to them the next day. Since the secretary is also a voting board member, recording information objectively can be challenging. If you’re unsure if your board minutes are objective, sleep on it and re-read them the next day with a fresh mind.

By following these tips to ensure objectivity, you’ll create unbiased notes that capture essential information for future reference.

4. Include Pertinent Details

Board meeting minutes are a matter of law for companies. They serve as the official record to show that the meeting was actually held and important matters were discussed, and as such, it’s always important to capture all necessary details.

While there are no legal rules for what information board meeting minutes must include, most boards base their outlines on Robert’s Rules of Order.

Full use of these rules would be cumbersome for most nonprofits, but limited-use can be helpful in maintaining order and quickly addressing agenda items. When following Robert’s Rules of Order, board minutes must include:

  • The type of meeting.
  • The date, time, and location of the meeting.
  • A list of attendees, including nonvoting participants with their names, titles, and reasons for attending.
  • When the meeting was called to order and when it was adjourned.
  • A record of motions, seconds, and whether or not the motion passed.

Overall, aim to create board meeting minutes that are specific enough to capture the board’s focus and decisions, but not so sparse that you can’t decipher what actually occurred during the meeting a few months down the line. Plus, scant board minutes could open up the board up to liability issues, so you never want them to be so minimal that they raise suspicions.

5. Proofread and Share Minutes Securely

When all is said and done, you’ll want to review your board meeting minutes before sharing them. Be sure they’re consistently formatted and presented. If there are side notes that need to be rewritten into the minutes, see to it promptly after the meeting.

From here, board minutes should be finalized and distributed to attendees as soon as possible while the meeting is still fresh in the board and minute taker’s memory. A secure platform will allow board members to readily open board meeting minutes, the agenda, and any other pertinent documents.

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