A Minute for Meeting Minutes' Sake

Four years ago I attended a training put on by the Society for Corporate Governance. I was one of maybe a dozen nonprofit governance professionals in a sea of attorneys and paralegals who worked as corporate secretaries, mostly for publicly traded companies. Most of the seminar was geared toward for-profit entities and I found myself having to translate much of what I learned into the unique context of nonprofit organizations. What surprised me, however, was the one breakout topic that seemed to bring everybody together into one room - it was the session on taking minutes.

Photo: Marzky Ragsac Jr./Adobe Stock
For a solid hour, four moderators spoke about and fielded question after question about what should be captured in minutes, whether or not to append other documents and how motions and decisions should be recorded. I was amazed at how a room full of legal professionals could be so perplexed by how to handle such a fundamental component of corporate governance. Apparently it wasn't just a challenge for volunteer leaders and hapless executive assistants - it was a nut that even the lawyers needed to crack.

The truth is there is a lot to be said and a lot to be debated about how to take meeting minutes. Often times how they are written can be subject to the opinions and habits of the CEO, support staff or board secretary responsible for drafting them. In some cases the content and structure of minutes are informed by legal requirements the organization may be subject to. Sometimes boards will take time to establish policies that memorialize how minutes should be written and approved - which is good! But boards should also take care not to bake in such stringent norms and practices that they result in sub-optimal records that eventually become entrenched in out-dated practices.

Organizations that are currently wondering how to structure and compose their minutes can benefit from turning to Roberts Rules of Order (RONR), which provides some basic standards for what makes minutes accurate and complete. Whether your organization uses RONR as its parliamentary authority or not, it's a good place for anyone to start. Regardless of what external rules you turn to for guidance, here are some important facts to keep in mind:

  • Generally speaking, minutes are the official record of any formal meeting. They can (and will) be referenced in the event an organization faces legal scrutiny or is audited for whatever reason.
  • Minutes need to be an accurate summary of:
    • When, where and how the meeting took place (i.e was the session electronic or in person)
    • Who attended and whether there was a quorum
    • What actions were taken 
    • Whether there were any conflicts of interest and how they were handled
  • Preparing minutes is usually the responsibility of the board's secretary, however, this is often done with the support of staff. That said, the board is ultimately responsible for reviewing and adopting the final document. 

One of the biggest challenges I have witnessed (and experienced first hand) when it comes to drafting minutes is how much detail should be included in the document. This can be a tricky question because whether or not minutes contain the right amount of information is often subjective. Some people write minutes that only contain the bare essentials - literally nothing but the date, time, place, attendees and motions adopted. Others have a propensity toward writing novels worth of narrative that aim to capture as much nuance and detail as possible about issues and actions. These are two extreme examples of another governance process in search of a "Goldilocks" solution: what is the happy medium when it comes to preparing minutes?

The guidance that I took away from my corporate secretary training, that I still hold close to my heart today, is this: minutes should capture enough detail and context to demonstrate how the governing body exercised reasonable care and engaged in a deliberative process to arrive at its decisions. Part of this means avoiding so much detail that the record of discussions can be easily taken out of context or subject to risk should it be scrutinized down the road. At the same time, this means that the narrative attached to motions and resolutions should be substantive enough so that the intent behind the actions is clear and concise.

Because there are many ways to approach writing, drafting and adopting minutes, I believe it is just as important to talk about what not to do as what to do. So to close things out, here is a list of my own minute-taking dos and don'ts (this isn't exhaustive, and again, it's just my take):

  • Do make sure whoever is taking notes for minutes is not subject to very much multi-tasking during the meeting.
  • Don't capture discussions verbatim and do avoid personal attributions to individual speakers as much as possible.
  • Do capture who has given a report or presented key information to the board. (This can be key in demonstrating that a board has consulted experts to inform their decision-making.)
  • Don't name the person who seconds a motion. (RONR supports naming the maker of a motion but not the seconder. People unnecessarily get hung up on seconding motions and in the grand scheme of things, it's just not that important.) 
  • Do append documents that were approved in red-line (tracked changes) or are too long to be substantively described in the minutes narrative. 
  • Don't capture the time when the board takes a break... it's not necessary.
  • Do note when the board goes into executive session and capture any actions taken during the session, if appropriate. 
  • Don't include color commentary or attempt to editorialize on particular issues - stick to the facts!
  • Do record action items and matters meant to be followed up on at the next or future meeting(s).
  • Don't let events that may have occurred following the meeting color what is captured in the minutes - this is why minutes need to drafted ASAP. 
  • Do make note of important disclosures such as conflicts of interest or confidentiality reminders.
  • Don't audio/video record a meeting unless you are serious about destroying the recording after the minutes are approved.   
  • Do dispose of written notes once the official record has been adopted by the board/governing body. (Caveat: Ignore this if your organization's Document Retention Policy requires otherwise!)
  • DO NOT write emojis into the minutes! Please don't ask me why this is a bullet point... just don't do it! :)

I hope this provides some context and guidance for those trying to adopt best practices and perhaps make some much needed changes and updates to current processes. If these suggestions don't ring a bell or simply complicate things for further, I hope you will let me know. Send me your questions and tell me what resonates and what doesn't!

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Rachel Miller-Bleich, MA, CAE, a nonprofit governance consultant, is Principal and Owner of MillerBleich Consulting, LLC. Learn more at www.millerbleichconsulting.com


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