How a Board Portal Can Improve Your Minutes
By Dustin McKissen, March 08, 2016
The minutes created from a meeting of your Board of Directors are like the timing belt in a car: often unnoticed and forgotten, unless something goes very, very wrong. And if something does go very wrong, the expense and time needed to fix what breaks can be considerable.
Which is why when it comes to both board meeting minutes and timing belts, it is best to be proactive.
Board meeting minutes are the record of the decisions your board has made and the actions the board has taken. Minutes provide future board and staff leadership valuable historical information. Meeting minutes may also play a pivotal role in legal matters.
While meeting minutes may not be glamorous, they are very important—which is why BoardPaq had governance experts Carol Weisman and Thomas Bakewell develop a webinar on the subject titled “Minutes That Matter…A Deep Dive Into Minutes that Count.”
The entire BoardPaq webinar series can be found here. We are also summarizing and sharing a few key points from the webinar in this week’s blog.
Here are tips that will help you create the best board meeting minutes possible.
1. Make sure the minutes tell your story.
There is no single “right” way to draft minutes. According to Thomas Bakewell, some attorneys advise boards to keep minutes as brief and truncated as possible, while other attorneys advise clients to keep detailed minutes. While organizations should always consult their own counsel, it is important to remember why meeting minutes exist: to keep an accurate record and useful history of board decision-making.
Make sure your minutes are detailed enough that anyone looking at them 10 or 15 years down the road can understand what decisions were made, and why the board made those decisions.
2. Make sure your minutes demonstrate that the board debated risks and considered alternatives.
Whether you are a small community bank, large trade association, or publicly traded company, directors have fiduciary duties. These duties result from the simple fact that boards are making decisions that involve using the financial resources of others.
Because of this simple fact, boards must be cautious, conservative, and ethical. When opportunities present themselves, boards must debate the associated risks and consider alternatives.
Boards can take risks, and sometimes those risks don’t pan out. That’s okay, as long as the board considered that possibility and debated the relative merits of the opportunity.
Make sure a record of that debate is included in your meeting minutes.
3. Make sure a record of board actions, decisions, and discussions are included in the minutes.
Board members are often friends and business associates outside of the boardroom. However, discussion involving board matters should be restricted to the boardroom, and an accurate record of that discussion and any associated action or decision must be kept.
Failing to include a record of that information may put your organization and your directors in a legally uncomfortable position.
4. Make keeping that record a bit easier by using a board portal.
One of the easiest ways for an organization to have an issue stemming from incomplete or inaccurate minutes is to draft the minutes later, based on notes taken during the meeting. Even if the resulting minutes are accurate that approach still leaves room for potential legal challenges.
Fortunately BoardPaq, the low-cost, high-performance board portal of choice for small and mid-sized organizations makes creating accurate meeting minutes easier than ever before. BoardPaq features a Minutes Builder, which allows you to keep track of attendance, minutes, resolutions, assignments, and votes during your meetings. One click at the conclusion of a meeting will generate the minutes document for you.
Don’t let your meeting minutes become a major issue. Partner with BoardPaq today!