Written by Jeremy Barlow
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.
Taking Board Meeting Minutes – Step by StepIn your role as secretary, you’ll essentially have four steps involved with recording effective meeting minutes. 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.
1: Preparation for the Board MeetingEvery 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.
2: Taking a Record of the Board MeetingUnless your organization requires you to type notes at the meeting, you can either type them out or write them longhand. The two most important things to know when taking the record of the meeting is what information to record and how to present it.Meeting minutes 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.
As noted earlier, 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.
3: Writing the Official Record of Board Meeting MinutesReview 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.
4: Signing, Filing, and Sharing MinutesOnce 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.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 process associated with proper documentation of meeting minutes, many organizations find using a tool, such as board portal software, helps make this work easier and more efficient, and can ultimately elevates organizational performance. As serious as the job is, the task of taking and preparing minutes is a rewarding and edifying experience.