Minutes That Matter for your Board of Directors
By BoardPaq, December 04, 2017
Advice from: Thomas
Bakewell & Carol Weisman
The reason for
There is always a possibility of
something going wrong within your board or committee, which is why keeping a
good record of your minutes is a must! Minutes should reflect all the decisions
that are made, all the actions that are taken and at a minimum they should keep
track of the most important discussions that happen within the meeting. Your
Board and Committee minutes need to be transparent, portable & fair just
in case something goes wrong.
What minutes do
for your board
Minutes should tell a story. For
example, if you pick up the minutes from a meeting 5 years ago, you should be
able to tell what happened in the room even if you weren't there at the time.
That is why there needs to be a detailed record of what happened, the decisions
that were made, not necessarily who made those decisions, but what
conversations happened, who was in the room and how the decision was made. The
minutes should also be reviewed and corrected, if needed, at the following
responsibility of minutes
Taking good minutes is a fiduciary
responsibility for a board of directors. Minutes is something that should never
be sloppy. The person taking minutes needs to work hard and also have the right
people check their work because if there is ever a lawsuit, the minutes is what
will be looked at first.
Within the minutes it is important to
state any and all things that happen, like was your board required to have a
vote, required to send out notice, was there a quorum, did you meet the annual
meeting requirements, who was in the room, did you meet all legal demands, etc.
Good governance helps build good minutes.
minutes should & should NOT include
• Do reflect upon
decisions made, actions taken and discussions of important topics.
• Do keep minutes at
any meeting where people vote.
• Do list where the
meeting takes place, along with the time and date it started.
• Do record the
number of attendees and whether a quorum is present.
• Do log all motions
and the outcomes of votes.
• Do be concise and
note key business.
• Do Not be shy and
hold back questions or opinions inside of a board meeting.
• Do Not hold too
much business outside of the boardroom.
• Do Not list the
names of people who make and second motions.
• Do Not list the
vote count, the outcome is enough.
• Do Not wait to
type up the minutes from your notes, do it the same or next day.
How much detail
When recording the minutes for a
meeting, you have to be careful about relaying what happened in a very
transparent way. You don't want to tell one side of the story, the minutes need
to be an overall point of view from the meeting. Also, when recording minutes,
stick to the facts when collecting the motions and outcomes… unnecessary
information is not needed, but consistency is.
Another great rule is to re-read the
minutes after the meeting takes place to make sure there are no controversies
or extra detail that doesn't need to be there. To hear real-life examples of
substantial companies, like United Healthcare and Disney, being sued and
loosing because of their insufficient minutes, be sure to watch the full video
qualities of minute holders
As stated before, minutes are a very
important part of your board meetings, so who should have access and who should
be trusted to take them? The type of person that is right for the job of taking
minutes should be trustworthy, highly detailed, not compulsive, prompt, direct
and does not put things off. If you are a small organization, then a board
member will most likely be responsible for taking the minutes. If you are a large
organization or for-profit then, it might be smarter to have a staff person,
consulting attorney, or parliamentarian to take the minutes.
Once you have found the right person
to take your minutes, who should have access to them? Overall, your minutes
need to stay secure and be transparent, so board members should be able to view
the minutes anytime, but not have the ability to directly change the minutes
without going through the minutes holder. A Board Portal like BoardPaq, makes
all of this possible! BoardPaq is a secure place to store all of your board documents
and is also very easy to access for all other board members.
How to keep your
minutes secure? BoardPaq.
Before board portals, minutes were
taken and saved either on paper, CDs, hard-drives, etc., which were never
compatible or secure from board member to board member. Papers would get
damaged, CDs would only work on certain devices, and hard-drives could get lost
or stolen. That is why Board
Portals like BoardPaq are used
worldwide to take, share and securely save important documents like minutes for