Board meeting minutes taking is essential for capturing the essence of board meeting issues and outcomes and can be made easier with the right board meeting minute template and technology. Retaining board meeting minutes for future reference and compliance purposes is imperative. Without meeting minutes, details about executive meeting decisions, task assignments and other organizational actions may become hazy over time and could put the board at legal risk. Meeting minutes are proof of why and how a board came to the decisions it made. The IRS, state laws, and your national chapter (if applicable) may require you to retain your meeting minutes.
When taken properly, these minutes ensure all meeting participants walk away with a clear understanding of outcomes and expectations and they serve as a legal record of business proceedings.
Board Meeting Minutes Templates
With the help of a template and a clear, step-by-step process, you can put an end to the stress of minute-taking. Here’s a guide on how to make the most of your minutes and maximize meeting productivity.
1. How to Prepare Board Meeting Minutes Before the Meeting
The more you know about the meeting beforehand, the more effective your minutes will be. Collaborate with the meeting leader to ensure the agenda is well-planned, easy to follow and productive.
If possible, obtain a copy of the meeting agenda to help develop an outline and keep your notes structured. The outline should leave ample space to write a brief explanation for each action or motion, as well as the time each action was taken. During the meeting, you can organize your notes by writing the number of the agenda item that each minute corresponds to. This makes it clear what each minute is in reference to and eliminates the guesswork.
Agendas also provide key details that need to be included in minutes, such as names of meeting attendees and guest speakers. Supplemental materials, such as handouts or documents sent along with the agenda, should be noted in the appropriate section. Copies of the documents should also be stored with the meeting minutes for those who need a refresher or were unable to attend the meeting.
Additionally, using the right tool to record minutes will impact efficiency and accuracy. While a fast typer benefits most from laptops and tablets, others may prefer old-fashioned pen and paper. Transcribing notes from a smartphone recording app or voice recorder is not typically recommended by legal counsel because you may capture more detail than you were aiming to. Whichever tool is chosen, it’s critical to have a backup; you don’t want to be caught in a position where you can’t take notes because your first option failed. If you have a secure way to store and send meeting minutes, you can send the minutes to attendees for review prior to finalizing and signing off on the minutes.
2. Taking Board Meeting Minutes During the Meeting
As meeting participants walk in, you can cross them off of your attendee list if you’re familiar with them. If you’re not, you can either pass around a sign-in sheet or begin the meeting with quick introductions. This makes it easier to identify people who were unable to attend the meeting.
When the meeting begins, let your template guide your minutes. Focus on the most critical aspects of the meeting, and be objective and clear with details. Use the same tense throughout and use shorthand when possible. Two major don’ts to remember—don’t try to take notes verbatim. Focus on the themes and outcomes, including how board members voted on various resolutions. Concentrating on minutia will surely lead you to miss the larger context. Also, do not tape record your meeting, for legal reasons. Those tapes could be subpoenaed at some point in the future, and a word-for-word account of the meeting may be counter-productive. As a general rule of thumb, meeting minutes include:
- The date, time, and location of the meeting
- The name of the meeting leader and secretary
- Names of present attendees, including any speakers or guests
- Any directors who arrived late (important to have accurate account of who was and wasn’t present for each motion)
- An overview of previous meeting minutes and outcomes
- Decisions for each agenda item, including:
- Actions taken
- Exact wording of motions taken, outcome and name of person who made the motion
- Directors voting for, against, or abstaining on each of the motions
- Any conflict of interest and how conflict was handled
- Points of order and appeals
- New business
- The hour of adjournment, and the date and time of the next meeting
- Indicate if executive session was held (Meeting minutes are not taken during an executive session, which is often the time that employee issues and pending litigation is discussed.)
During the meeting, ask if you need clarification, particularly if a clear decision wasn’t made or if the next steps weren’t obvious. Remember: record notes for each decision or action as it occurs, without listing every single detail. If you spend too much time focusing on insignificant details, you’ll be more likely to write inaccurate minutes and miss out on the key points. It is also common to avoid detailed notes of discussion, focusing instead on the agreed-upon outcomes. Notes like, “a discussion of the options ensued” are not uncommon.
3. Managing Board Meeting Minutes After the Meeting
Aim to write the final version of the minutes immediately after the meeting adjourns, while the details are still fresh on your mind. Review the minutes you recorded, and if needed, add notes for clarity or ask the meeting leader to explain specific details further. Ensure that each action taken by the board has a brief explanation, as well as a rationale for the decision. If other documents were included in the meeting, make a note of where they can be found or attach them as an appendix, but don’t summarize them. Securely send the meeting minutes to the board for review before finalizing. The minutes can be distributed in a number of ways:
Email. Email is best for minutes recorded with a word processing tool, such as Microsoft Word. The Microsoft Word document can be saved as a PDF and sent along with any other documents from the meeting via email. Ensure that the document is password protected, the password is sent in a separate email from the document (or ideally not emailed at all), and that all recipients receive the file into a secure inbox.
Collaboration Tools. Secure online tools allow the minutes-taker to confidentially share a document with meeting members including supplemental documents. Board Portals also allow you to take and distribute notes in the same system that is used to distribute the board materials saving time and improving security.
Hard Copies. A finalized copy of the meeting minutes will need to be filed and stored for future reference, and copies can also be given to meeting members for review.
When distributing the finalized minutes, be sure to back them up to an external hard drive as an extra precaution unless you’re using a service that includes good co-location and disaster recovery services. Many minutes contain sensitive information, so it’s critical to store them in a secure location that is password-protected and only accessible to approved meeting members. Your meeting minutes will be formally approved at the next meeting.
Meeting minutes don’t have to be a burden; with attention to detail and a thorough step-by-step process, your minutes will become more efficient and less complicated to compile. The meeting minutes prove you and your board spent time to thoroughly discuss and make sound, objective decisions. In case of a lawsuit, these minutes will show you handled issues professionally and with great care.
What is the Governance Cloud?
Board directors are obligated to perform a host of varied duties and responsibilities. Diligent developed a suite of tried and true governance tools to help them fulfill their responsibilities accurately and efficiently. The Governance Cloud ecosystem of products includes:
- Diligent Boards
- Director and officer questionnaires (pre-filled forms)
- Board evaluations
- Resolutions and voting
- Diligent Messenger
- Diligent Minutes
- Insights (curated content and videos) (beta)
- Entity Management
As board directors continue to express their needs to digitize governance processes, Diligent will continue to expand to meet these needs. Collectively, these tools enable corporations to achieve a fully digitized and integrated governance ecosystem to mitigate risk, plan for strategic growth and ultimately, govern at the highest level.