Preparation of Minutes of Meeting

Minutes, also known as minutes of meeting (abbreviation MoM), protocols or, informally, notes, are the instant written record of a meeting or hearing. They typically describe the events of the meeting and may include a list of attendees, a statement of the issues considered by the participants, and related responses or decisions for the issues.

Minutes may be created during the meeting by a typist or court reporter, who may use shorthand notation and then prepare the minutes and issue them to the participants afterwards. Alternatively, the meeting can be audio recorded, video recorded, or a group’s appointed or informally assigned secretary may take notes, with minutes prepared later. Many government agencies use minutes recording software to record and prepare all minutes in real-time.

For most organizations or groups, it is important for the minutes to be terse and only include a summary of the decisions. A verbatim report (transcript) is typically not useful. Unless the organization’s rules require it, a summary of the discussions in a meeting is neither necessary nor appropriate.

The minutes of certain groups, such as a corporate board of directors, must be kept on file and are important legal documents. Minutes from board meetings are kept separately from minutes of general membership meetings within the same organization. Also, minutes of executive sessions may be kept separately. Committees are not required to keep formal minutes although less formal notes may be taken. For committees, their formal records are the reports submitted to their parent body.

Format

The format of the minutes can vary depending on the standards established by an organization, although there are general guidelines. Robert’s Rules of Order contains a sample set of minutes.

Generally, minutes begin with the name of the body holding the meeting (e.g., a board) and may also include the place, date, list of people present, and the time that the chair called the meeting to order.

Since the primary function of minutes is to record the decisions made, all official decisions must be included. If a formal motion is proposed and seconded, then (regardless whether it passes) this is recorded. The voting tally may also be included. The part of the minutes dealing with a routine motion might note merely that a particular motion was “moved by Ann and passed”. It is not strictly necessary to include the name of the person who seconds a motion. Where a tally is included, it is sufficient to record the number of people voting for and against a motion, but requests by participants to note their votes by name may be allowed. If a decision is made by roll-call vote, then all of the individual votes are recorded by name. If it is made by general consent without a formal vote, then this fact may be recorded.

The minutes may end with a note of the time that the meeting was adjourned.

Minutes are sometimes submitted by the person who is responsible for them (often the secretary) at a subsequent meeting for review. The traditional closing phrase is “Respectfully submitted” (although this is no longer common), followed by the officer’s signature, his or her typed (or printed) name, and his or her title.

Usually, one of the first items in an order of business or an agenda for a meeting is the reading and approval of the minutes from the previous meeting. If the members of the group agree (usually by unanimous consent) that the written minutes reflect what happened at the previous meeting, then they are approved, and the fact of their approval is recorded in the minutes of the current meeting. If there are significant errors or omissions, then the minutes may be redrafted and submitted again at a later date. Minor changes may be made immediately using the normal amendment procedures, and the amended minutes may be approved “as amended”. It is normally appropriate to send a draft copy of the minutes to all the members in advance of the meeting so that the meeting is not delayed by a reading of the draft.

Step 1: Preparation for the Board Meeting

In learning how to take meeting minutes for a board meeting, it’s important to note that every 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.

Step 2: Taking a Record of the Board Meeting

Unless your organization requires you to type notes at the meeting, you can either type them out or write them longhand. Using a strong meeting minutes template can help you maintain more structured minutes. The two most important things to know when understanding how to take minutes at a board meeting is what information to record and how to present it.

To take effective minutes for a board meeting, you 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.

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 summarizing 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 organization may also require the president’s signature.

As part of knowing how to take minutes for a board meeting, you should always 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, in learning how to take minutes for a board meeting many organizations find that using a tool, such as board portal software, helps make this work easier and more efficient, and ultimately elevates organizational performance. As serious as the job is, the task of taking and preparing minutes is a rewarding and edifying experience.