Board meeting minutes must contain certain components to support good corporate governance and to protect the board and the organization from undue or unexpected legal allegations. Whether an organization exists for the benefit of shareholders, or is a nonprofit or a charitable cause, minute-takers have much flexibility in deciding how to format board meeting minutes.
The order of items and how they’re titled, as well as the degree of detail, are of low importance related to board activities. It’s more important for minute-takers to record the actions and decisions of the board and the rationale behind their actions and decisions — without so much detail as to cloud their true intentions.
Every corporation and organization have a culture and a tone of their own and meeting minutes usually reflect that. The format for board minutes is more of a tool for board directors and officers than it is necessary to support compliance or legal issues.
What Does a Regular Format Look Like?
There’s no shortage of templates for board meeting minutes. Most corporations start with a basic format, which evolves over time according to the company’s needs. Following are the components that boards may choose to include in their meeting minutes format.
Name and Corporate Logo
Board minutes should list the name of the corporation at the top of the letterhead. Most companies also add their logo and corporate headquarters address, phone number and website address.
Date and Location
Usually, board meeting minutes will list the month, day and year of the meeting. This section also lists whether it’s a regular meeting, annual meeting, special meeting or emergency meeting. The location of the meeting follows this information and may state whether all or some portion of the meeting will be held by teleconference or videoconference.
This list of meeting attendees typically comes next. This section lists the board members who were present, those who were absent and whether a quorum was present. The list of attendees will also incorporate any special presenters, outside counsel, experts or guests.
This is the point in the meeting where things often change. It doesn’t matter what order the committee reports are listed in or whether the board chooses to do a brief assessment of how their meeting went. It’s just important to record the main actions and decisions of the board. Any order works fine. For the purposes of litigation or questions on board actions, it’s preferable for board meeting minutes to follow a consistent format.
Many boards find it helpful to list agenda items that correspond to the type of action the board needs to take. Formatting minutes this way simplifies the task for minute-takers. For example, each agenda item may be followed by one of the following words:
The proceedings detail the items the board discussed in the order they discussed them.
The minutes should reflect who called the meeting to order and the time the person called the meeting to order. Typically, this is the board chair, but it could be someone else if the board chair is absent for any reason.
The chief executive usually submits a report for every meeting that details the state of the corporation since the last meeting. This report includes any new developments and challenges.
The chief executive report is usually followed by standing committee reports and then ad hoc committee reports. Standing committees may include the finance committee, the executive committee, and the nominating and governance committee. Ad hoc committees tackle specific objectives or tasks and are usually dissolved after they achieve those objectives.
Unfinished Business or Old Business
Many corporations still use the term “old business” to refer to agenda items that they carried over from the previous meeting. A term that more accurately describes this section is unfinished business because the items may not be old at all — the board may just need additional time to address them.
These are new items on the agenda that the board has not yet discussed. Often, these items are accompanied by reports, articles, research or other supporting documentation.
Not all boards allow time for open dialogue. Whether boards include this section speaks to the tradition and culture of the board. Having an open dialogue allows board directors time for discussing matters that don’t fit cleanly into other parts of the agenda.
Some corporations hold public meetings at least some of the time. If so, the meeting minutes may reflect that members of the public attended the meeting and make note of the issues they presented. The board may ask questions of individuals from the public, but they normally don’t answer them directly during the meeting.
Comments and Announcements
This portion of the minutes documents comments on industry issues or other important matters. This is also a time for the board chair to make announcements of board directors who will be appointed or who are leaving. This section includes honoring board directors for special achievements.
Assessment of Meeting
In order to streamline their meetings and increase productivity, some boards allow a short amount of time at the end of the board meeting for members to comment on how well the board meeting was run and where they can improve the process.
The final words list who called for the adjournment of the meeting and at what time the meeting was adjourned.
The person taking minutes should list their name and title.
How Does Diligent Minutes Software Make Formatting Easier?
Board portals are becoming the tool of choice for busy boards that are categorically moving their processes to electronic solutions.
Good corporate governance requires board meeting minutes to be organized, accurate and formatted consistently. Diligent Minutes meets this need and more. Much of the work of the minute-taker happens automatically as the minute-taking software pulls in information from the board book inside the security of the board portal.
The previous meeting’s minutes drive the agenda. The agenda drives the current meeting’s minutes. The connection between these processes allows Diligent Minutes to pre-populate much of the known information and standard content of meeting minutes, such as the name, logo, date, time and location.
The software also pulls in the names of board directors. The minute-taker can easily move names of board directors from present to absent either before or during the meeting. The agenda preparer can also attach reports, research materials or other board materials to the minutes for proper record-keeping.
Diligent Minutes utilizes drag-and-drop technology, which is a user-friendly way to jump around sections of the minutes as board directors are having discussions. Ease of use means that minute-takers can be more focused on the meeting and can be sure to capture all the important details.
A built-in timer helps keep items from going on too long before the board chair tables them or moves them to a committee. Recording times also let judges know that boards gave items their due diligence.
Minute-takers can change the titles of sections right during the meeting and reorder or add whole sections if necessary by dragging them into the correct position.
The minute-taker can use Diligent Minutes to export and route completed minutes with few or no corrections to the board for approval.
Hopefully, a court of law will never subpoena a board’s meeting minutes. But if they do, board directors who use Diligent Minutes can be sure that their meeting minutes are secure, complete, accurate and well organized.