What's in a Minute? Keys to Properly Recording Board Minutes

Some people might argue that the keeping of board minutes is the most important job on any board of directors. It’s a common understanding that if a discussion or action is not in the minutes, it did not happen. Although, that may be extreme, any discussion or action that escapes inclusion in the minutes are most likely not going to be treated seriously in the future, if treated at all.

Accurate minutes are also important to the Internal Revenue Service (IRS). If you are audited, your organization may be asked to provide copies of the minutes for the period being audited. The actions reflected in the minutes will be used to support other documents the IRS might review. Consequently, it is important to get the minutes right.

An organization’s bylaws will likely contain some mention of the requirements for meeting minutes. In most cases, the bylaws specify who takes the minutes and define a process for approving them. Well-taken minutes include:

  • Date and time of the meeting
  • The names of the directors, employees and guests in attendance
  • A summary of the financial and other reports
  • A list of all motions made, who made them, who seconded them, the vote tally and whether the motion passed or failed
  • A summary of all important discussions

Generic templates for minute taking are readily available online. While these templates satisfy the most basic requirements, they may not meet the requirements of your specific organization.

Bylaws often require that board minutes are circulated to board members prior to the next board meeting, and a motion is proposed at this subsequent meeting for their approval. It is prudent to circulate the minutes in a read-only document or other unalterable format such as a PDF. The person who took the minutes should sign and date them. If there are amendments or corrections to the minutes, these should be added before the minutes are approved. Usually, the minutes are approved by a motion, a second and a vote. Once approved, the minutes become the official record of what the board is doing and has done.

Common errors in minute-keeping include attempting to write down every word spoken during a meeting. This is impractical, and the resulting record is cumbersome. Another error is to rotate who is responsible for keeping minutes. This can lead to inconsistencies and issues of accountability. Another temptation is to tape or digitally record the board meeting and use the recording as the minutes. Although seemingly convenient, the approval process would necessitate each board member sitting through a recording as long as the meeting itself. Most board members would not do this, and the approval process may devolve into a “rubber stamp” rather than a meaningful review. Tape or digital recordings are useful when used by the person taking the minutes if questions arise.

Many organizations change officers annually, and many times the person responsible for taking the minutes is one of these officers. To help assure continuity and thoroughness, have your professional advisers conduct a brief training session with your incoming minute taker. It may help your organization avoid waster of time, confusion and cost.