Advice from: Thomas Bakewell & Carol Weisman

The reason for minutes

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 meeting.

The overall responsibility of minutes

Fiduciary

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.

Governance

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.

What great 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 is enough?

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 blog.

Access & 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 your board.