How to take minutes at a board meeting
Taking good meeting minutes at a board meeting is an important role. Board meeting minutes are more than a general account 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 step
In 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.
Step 1: Preparation for the board meeting
Every organisation 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 organisation 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 organisation 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 summarising 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 organisation may also require the president’s signature.
Follow your organisation’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.
Printable board meeting minutes template
A free board meeting minutes template for nonprofits gives your board a good place to start when establishing a process for taking minutes.
Printable template for board meeting minutes from BoardEffect
Members of organisations are entitled to obtain certain records like financial reports and meeting minutes. More importantly, board directors have legal and fiduciary duties, so it’s important to have a record of the actions that the board took during meetings.
In addition, the minutes of board meetings serve as guidance for the board as they plan and make strategic decisions. Taking board meeting minutes using a specified format and template also serves as legal protection for the board and the organisation.
Download our meeting minutes template
Need a PDF or printable nonprofit board meeting template to share with colleagues? Download your copy here.
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 and learning to take minutes for a board meeting, many organizations find using board software helpful as they make this work easier and more efficient.
Board meeting minutes best practices
The exact format of board meeting minutes varies by the organisation, although best practices for governance indicate that all meeting minutes should contain the basic information we bulleted in Step 2 above.
Best practices also encourage boards to do the following:
- Obtain information from the board president about attendees, guests and any speakers or special presentations.
- Review the past meeting’s minutes and gather any documents for the meeting.
- The board secretary and board president should concur on the agenda and finalise it.
- Be consistent in the method of reporting so that the information is reliable.
- Carefully document any decisions the board makes.
- Document any next steps the board needs to take.
- Keep your statements short and concise.
- Utilise the minutes to track action items and follow-ups.
What should not be included in meeting minutes
Not everything should be included in nonprofit board meeting minutes. The wrong entries could pose problems for boards later on.
These are some of the things board secretaries should leave out of board meeting minutes:
- Abbreviations, acronyms, and jargon unless the meaning is obvious
- Judgmental comments
- Personal observations about members at the meeting
- Notes about personal arguments
- Statements with political undertones
- Exact discussions where lawyers gave legal advice
- Words of praise
As noted previously, board meeting minutes serve as legal records in a court of law. Discussions, comments, and direct quotes by board members could someday be taken out of context or be misinterpreted in court hearings. In the event of a lawsuit, the opposing counsel will be looking for weaknesses detailed in board meeting minutes. Too much information can lead to legal risks.
Frequently Asked Questions (FAQs)
How detailed should meeting minutes be?
It is not appropriate to record everything board members say at a meeting. Minutes should only summarise the major points of a meeting relative to the board’s actions and decisions.
When should board meeting minutes be distributed?
Board meeting minutes should be distributed as soon as possible after the meeting so board members have sufficient time to review them and make corrections before voting to approve them. BoardEffect streamlines the process of getting minutes distributed and approved, as it all happens electronically.
What is the purpose of board and shareholder meeting minutes?
The purpose of board meeting minutes is to record motions, decisions and key discussions in connection with the board meeting agenda.
Who should take minutes at a board meeting?
Any board member can take board meeting minutes, although it is typically the responsibility of the board secretary.
How do boards approve minutes at a board meeting?
At every meeting (usually the start of the board meeting), boards must approve meeting minutes for the previous meeting. A unanimous consent vote must approve minutes.
Preparation for board secretaries: Using a board meeting template
The board secretary and president should agree on the board minutes’ content. They should also decide what to leave out to protect the board and its directors from legal liabilities.
Board secretaries can prepare for meetings by reviewing formats of past meeting minutes and using templates for sample board meeting minutes. Templates will have areas to fill in pertinent information, such as the date, time, and regular agenda items, with flexibility for adding new items. It helps to review formats for nonprofit board meeting minutes that other organisations have used successfully.
Before each meeting, the board secretary will need to obtain information from the board president about attendees, guests, and any speakers or special presentations. The secretary will also want to review the past meeting’s minutes and gather any documents for the meeting. Finally, the secretary will work with the board president to set and solidify the agenda.
Templates and formats are essential tools for board secretaries. Why not use them to take much of the work from recording board minutes? A good rule for minute-takers is recording a statement for every board action to avoid being overly wordy.
Hopefully, your board meeting minutes will never be evidence in a court of law. If they are, however, using these tools, your board can rest assured that the minutes accurately reflect board business.
