Imagine that it’s late in the evening, and the topic your board or council has been anticipating with a little angst finally arrives on the agenda. The board president’s introduction is neutral, and the first few comments are restrained, but eventually, the discussion becomes more impassioned. Your fellow members follow proper procedures — or at least everyone tries to — but the topic is serious and the debate colorful. An invested audience is attending or waiting elsewhere for the outcome.
The person taking the minutes — the secretary or an administrator — looks like he or she is watching a tennis match, following every comment and quoting speakers near-verbatim in hastily typed notes. This set of minutes will be a dozen pages long and offer a detailed record of exactly who said what.
Every week, every day, councils and boards produce minutes this way and pride themselves on accurately capturing the nuances of team discussions. And they are making a mistake. You may think you understand what meeting minutes are and what purpose they serve, but gaps in your knowledge could expose your organization to risk.
We’ve been looking at the history and nuance of parliamentary procedure in a series of posts that include parliamentary procedure 101 and a talk with registered parliamentarian Ann Macfarlane. Let’s take a look at the documents we call minutes — what they are, how they should be prepared, and what happens if your organization gets too detailed?
What Are Meeting Minutes?
Minutes are the official written record of a meeting. The term “minutes” used in this way dates back to around the 15th century, and it is theorized that the term comes from a Latin phrase minuta scriptura, which indicated rough notes or “small writing.”
In Robert’s Rules of Order, minutes consist of the following:
- Meeting type
- Name of the meeting body
- Date and place of meeting
- A note of the presence of the regular chair and secretary or the names of their substitutes
- Whether the minutes of the previous meeting were approved, or their reading dispensed with the main motions (not including any that were withdrawn) and points of order and appeals, whether sustained or lost and all other motions that were not lost or withdrawn, usually the hours of meeting and adjournment, when the meeting is solely for business
Notice what hasn’t been included in this list: quotes, attributions, debate points, and more. In this age of transparency, many group members may feel that capturing all the nuances of discussion for the record is a key part of organizational stewardship. While the idea is noble, the reality can cause unnecessary grief for the organization the leaders are working to serve.
What Meeting Minutes Shouldn’t Include
In her 2020 Diligent Modern Governance Summit session, “Called to Order: Parliamentary procedure 101,” Parliamentarian Macfarlane cautioned against incorporating any additional detail.
“Don’t record [the] discussion in the minutes,” Macfarlane said emphatically. “Don’t record who says what. Minutes record what is done, not what is said.”
She noted three types of minutes:
- Action minutes strictly record the motions approved or defeated.
- Summary minutes can include some of the reasons but without attribution.
- Detailed minutes “can go on for pages and pages and pages,” Macfarlane said.
Looking back at the origin of the term minutes — “small writing” — offers a clue about the appropriate approach to the craft of minutes. Detailed minutes “violate the fundamental purpose of minutes,” and they “are a bad idea,” Macfarlane said, for many reasons, including these:
- Long documents make it hard to pinpoint the actions taken.
- Preparing the minutes takes up too much staff and group time.
- Detailed minutes personalize and politicize the discussion (and can make approval much more challenging).
Moreover, the goal of transparency cannot be met if the audience — whether shareholders, members, or citizens — find documentation such as minutes difficult to read and understand. Clear, concise minutes serve as an aid to transparency.
(Read more on “What Should Not Be Included in Meeting Minutes?”)
Diligent board portal software streamlines the creation of minutes. It contributes to making the applied effort simpler, allowing users to follow the best practices that ensure transparency, maintain the record, and reduce risk to their organizations.
The Peril of Personal Notes
As an add-on to minutes, leadership team members may take their own notes in meetings. For many of us, note-taking is a helpful tool to stay focused on the proceedings, make a note of questions to ask later in the discussion, or formulate thoughts before voicing them in response to an issue. It is best to consult your local counsel about personal notes and how Open Records laws can impact them.
Concerning minutes, team members should be very cautious about maintaining their own notes outside of the recorded minutes. In a 2018 paper from the Harvard Law School Forum on Corporate Governance, the authors write, “Many corporate secretaries, as well as outside counsel, discourage any note-taking by directors to minimize the possibility that these notes could create issues at some future time. Directors are often counseled that the length of their deposition in any shareholder litigation will have a direct correlation to the amount of notes they have taken and retained.”
The upshot? Keep minutes to exactly what they need to be — no more, no less — and allow the minutes to exist as the sole official record of a meeting. After all, that is their job.
Keeping complete, accurate minutes that are readable is a key part of a leadership team’s responsibility. Diligent will continue to make minute creation a frustration-free part of the governance experience.