For many people, taking board meeting minutes can be intimidating. However, it is necessary for compliance purposes and proper record keeping. Suppose someone needs to refer back to a board meeting for any reason, including legal purposes. In that case, well-documented board meeting minutes should be able to provide a complete summary of what the meeting was about and what decisions were made.
That being said, the person responsible should have excellent listening and note-taking skills and the ability to summarize key points and action items.
This article will guide you on how to take effective board meeting minutes and provides a template for you to use at your next board meeting.
Board meeting minutes are an official and legal record of what takes place at every board meeting, including the board of directors' decisions, motions, actions, and resolutions.
The primary purpose of board meeting minutes is to hold board members accountable and ensure they meet the following:
Followed all relevant procedures
Complied with applicable laws
Obeyed the organization's bylaws
Decisions align with the organization's mission and vision
In addition, if a board member cannot attend a meeting for any reason, minutes provide an overview of what they missed.
Now that you know what board meeting minutes are, it's essential to understand the importance of documenting every board meeting.
1. Board meeting minutes provide a historical record that can be referred to at any point.
When information from meetings is well documented, it can help the board make more informed decisions in the future based on what has, or hasn't, worked in the past.
Additionally, new board members can review meeting minutes to learn more about the organization and how the board comes to its decisions.
2. Board meeting minutes are an official legal log.
In the event of a lawsuit, the court may subpoena your board meeting minutes and use them as an official account of the board’s actions. Additionally, the organization could face legal ramifications if any information is missing or recorded incorrectly. In any case, it's always best to prepare for any potential legal situations by keeping detailed and accurate records.
3. Board meeting minutes help evaluate the work of the organization.
Prospective donors, funders, and sponsors may request access to meeting minutes to help them decide whether or not they want to back your organization.
Although taking meeting minutes is not overly complicated, it does require good listening and note-taking skills, critical thinking, and the knowledge of what needs to be included.
Follow the six steps to take minutes at a board meeting effectively.
The first thing you need to know is who will be the minute-taker.
For many boards, the minute-taker is the same person at every meeting since they're already familiar with the process, for example, the board secretary. However, there may be a time when that person is unavailable. Having an appointed minute-taker and a backup minute-taker is an excellent idea to keep things running smoothly.
There are a few things the minute-taker should prepare ahead of the meeting:
They should review the most recent board meeting minutes to understand where they last left off.
The minute-taker should understand what the board meeting will be discussing and review any supporting materials in advance; this will help them follow the conversation easier when recording the meeting minutes.
They need to prepare a board meeting minutes agenda template.
Having a template ready to go will help the minute-taker stay organized, allow them to capture important information more efficiently, and ensure they don't miss any details.
What should be included in the board meeting minutes?
What type of meeting it is: regular or special
Date, time, and location of the meeting
A list of all attendees, including the board chair and secretary, directors, staff, and any guests (include the title and reason for attending of all non-voting attendees)
Unresolved issues from the previous board meeting
When the meeting is called to order and when it adjourns
A record of motions, seconds, and whether or not the motion passed
Reference to any supplemental materials such as reports or handouts
A summary of what took place at the meeting
Remember to include a spot where you can note the minutes. Robert's Rules of Order is an excellent resource if you're still unsure what to include in your template.
Attentive listening is crucial to capture all necessary information accurately. As the minute-taker, you should pick a seat where you can see and hear each member and avoid distractions.
It's a good idea to write down the basic information before the board meeting starts, such as the date and names of attendees.
Then, fill in your board meeting minutes template as the meeting progresses. As you work through the list of agenda items, make sure to consider the best practices for writing meeting minutes:
Keep it clear and concise. Focusing on actions and outcomes is more important than writing down conversations verbatim.
Write in an objective voice. Board meeting minutes should convey what happened in the meeting in an objective manner. Leave out personal feelings and bias to keep it fair and accurate.
Ask for clarification when necessary. As the minute-taker, it's your responsibility to ask for clarification on anything you don't understand so your meeting minutes are comprehensible.
In today's online world, many boards have shifted to virtual meetings. If this is the case for your organization, a program like Airgram can be excellent when taking meeting minutes.
It will record Zoom, Google Meet, and MS Teams meetings with auto-generated transcripts.
Your team can co-edit meeting minutes and assign action items with due dates.
It has built-in meeting agendas that you can take advantage of.
Remember that you should only use recordings or transcriptions of board meetings to double-check that your meeting minutes are correct and nothing gets missed. It does not replace the minute-taker or act as a documentation of record.
Once the meeting has ended, you should immediately review your board meeting minutes while the details are still fresh in your mind.
Any changes should be made as soon as possible. Then, attach any additional documents as an appendix or note where they will be stored.
The minute-taker is responsible for finalizing and signing the meeting minutes by the board secretary. Some organizations may require the president's signature as well. After it's completed, the secretary can share it with the rest of the board.
The last step is to archive the board meeting minutes and supporting materials. How your organization chooses to store these documents may vary. Whether you store records online or in paper format, make sure it is kept somewhere secure.
Board meeting minutes are essential documents that could potentially be reviewed by stakeholders, legal entities, and others. Because of this, knowing what you leave out of board meeting minutes is equally as important as knowing what to include.
Here are a few things to leave out:
Every discussion verbatim: Meeting minutes should only include what's most important. What you don't want to do is spend your time trying to transcribe every word discussed.
Off-the-record conversations: Side discussions are common in meetings but don't need to be included in meeting minutes. If someone brings something up in an off-the-record discussion that seems important, ask for more information and confirm if it should be recorded.
How individuals voted: Voting on items is common in board meetings. Although you can name board members when they make or second a motion, you don’t share how each member votes. Instead of listing their names, just record the number of those in favor, against, and abstained. However, there are some situations where you should record how individuals vote and their rationale, such as financial transactions. It is up to the minute-taker to learn what these situations are.
Information that could be misinterpreted: Board meeting minutes should always be unbiased, leaving opinions out of it. You don't want to record comments or information that could be scrutinized, such as small talk, unnecessary legal terms, praise, arguments, direct quotes, or political banter. If you think it could cause complications when reviewed later by someone else, including stakeholders or legal entities, it's better to play it safe and leave it out of the minutes.
Summaries of documents or presentations: Any time there is a document, presentation, or other handouts in a board meeting, it's essential to mention it in the minutes. However, you don't need to go into detail about it. Instead, note where it can be found.
Having a board meeting minutes template makes it easier to record minutes and helps with consistency between reports.
The board must approve the minutes from the last meeting.
Review items the board has previously discussed and are ready for formal approval.
A new business might include reports from the CEO, the finance department, or other department leads.
Minute taker must submit the minutes for approval by the Board Chair or meeting facilitator.
Now that you know how to write board meeting minutes effectively, get the template and implement it at your next board meeting. If it’s a virtual one, you might consider using a tool like Airgram. Airgram makes recording minutes even more effortless with features that can transcribe calls, allow collaboration on meeting notes, and quickly share critical points.