Boardroom Meeting Minutes: Manual vs. Digital
Taking meeting minutes is a routine process, but it’s important not to underestimate the importance that meeting minutes play in corporate board work. Under certain circumstances, meeting minutes may play a crucial role in government investigations, civil litigation about decisions that boards made, or issues related to individual board directors.
Boards have taken minutes manually for decades. For this reason, many corporate secretaries have been reluctant to step out of their comfort zones and change the process for how they record minutes, even if the new process improves on accuracy and timeliness.
Electronic board management systems are increasing in popularity, as boards have seen their many benefits, including secure document storage, secure messaging and improved performance in board meetings, which makes performance standards more efficient. Board software providers have added new enhancements and products to their repertoire of offerings, including software solutions for minute-taking.
Digital processes for corporate minute-taking take away a lot of the pain points that corporate secretaries have to deal with on a regular basis. Digital board meeting minute solutions help corporate secretaries produce meeting minutes that are timely and accurate.
Digital Solutions for Meeting Minutes Assist Minute-Takers in Recording the Right Information
Because there is no exact standard for taking board meeting minutes, corporate secretaries have largely been on their own in deciding how much – or how little – information to include in the meeting minutes. Some corporate secretaries took the position that they needed to record meeting minutes verbatim. Over time, legal experts have concluded that this isn’t necessarily the best approach because providing too many details can actually harm board members if they become defendants in court.
Boards should remember that the purpose of taking meeting minutes is to provide an official record of the board’s actions and decisions. Most legal experts support the notion of corporate secretaries taking board meeting minutes that reflect only the actions, decisions and major discussions of the board. Legal advisors also encourage corporate secretaries to record in the minutes the board’s rationale for making decisions and some type of proof that the board spent adequate time in making decisions.
Boards should also be continually cognizant that board meeting minutes have a legal purpose and they can be called into court as evidence. Minutes that are poorly written won’t provide the courts and legal teams with the facts to successfully defend the board and its actions.
Best practices for taking minutes also advise against board directors taking their own notes during board and committee meetings. This is regarded as unnecessary, as the meeting minutes are considered the official record of board meetings.
Lawyers typically advise board directors not to take individual notes during board or committee meetings because their notes are discoverable during litigation. Lawyers are concerned that director notes may be taken out of context or cause discrepancies with official meeting minutes. Many boards now require the corporate secretary, board administrator or other individual to collect all paper board books, notepads and other scribblings on documents and shred them immediately after board meetings to alleviate the chance that anything that took place in the boardroom could be misconstrued.
Benefits of Digital Minute-Taking
Digital tools, such as board management software by BoardEffect, streamline the minute-taking process and improve efficiency. Software solutions make it easy for minute-takers to record the times that the board moved to each agenda item. This provides an accurate record of how much time boards spent on each agenda item. Digital minutes also accurately reflect the number of minutes the board spent on the entire meeting. Trying to record each item for the agenda is painstaking to do manually. It’s much easier to do with a digital software solution.
One of the many challenges that corporate secretaries face is keeping up with documenting discussions during fast-paced meetings. Being a corporate secretary requires active listening skills to capture and record all the pertinent information for the meeting minutes. Digital software solutions allow corporate secretaries to get to the agenda section they need quickly.
Software solutions also provide corporate secretaries with an easy way to review their notes and to follow up on action items after the meeting.
BoardEffect’s board management software standardizes note-taking practices. Corporations that have different individuals taking manual notes will end up with meeting minutes that aren’t consistent, which could create a troubling situation if notes taken by various individuals were entered into court as evidence. Boards that deviate from standard practices could create negative inference from attorneys and judges. The consistency of official board meeting minutes demonstrates to courts that the board’s minutes are credible.
Timeliness is an important consideration when writing up the final draft of board meeting minutes. Legal experts recommend that corporate secretaries distribute the final draft of the minutes as soon as practicable after board meetings. They also recommend that directors and secretaries take heed of any important events that occur between the end of the meeting and the time the final draft of the meeting minutes is prepared. Directors may need to add important information after the first draft. In this situation, the board secretary and another director may bring the board chair into the conversation.
Board directors should also note that attorneys discourage the use of emails about board meetings after board meetings end, as the emails may be legally considered continued board discussions.
Security is another high-priority issue for board meeting minutes. BoardEffect’s software solutions use granular, role-based permissions so that your content is confidential for all except those who need to access it.
Board management software solutions store agendas, meeting minutes and related reports safely and securely in the cloud. BoardEffect’s platform meets the NIST 2014 Cybersecurity Standard framework with multilayered defense and state-of-the-art SOCII infrastructure. BoardEffect’s security protects against accidental or intentional data leaks and attacks. BoardEffect also has a data recovery program that protects data in the unfortunate event of a power outage.
The taking of board meeting minutes is a routine process. It’s only when someone needs to evaluate or assess information contained in the minutes that they become vitally important. That’s the time when boards need to be sure that board meeting minutes are accurate and provide just the right information. Digital board meeting solutions solve many of the pain points of taking board minutes in the most efficient, effective and the least costly manner possible.
