When the board secretary’s job is open, it’s not often that board directors are scrambling for the position. While it’s somewhat prestigious to hold an officer position, secretarial duties require putting in some extra hours both inside and outside of the boardroom. The secretary is the prime resource person for board directors who need information or direction on almost everything. An efficient secretary is available to answer director questions and provide assistance, as well as setting the agenda and taking board minutes. New technological applications have drastically streamlined the taking of board meeting minutes, freeing the secretary up for other responsibilities.
Taking board meeting minutes is a routine duty, but it’s not one that should be taken lightly. Board meeting minutes are an official written record of a meeting. At any time, a judge can order board meeting minutes into the courtroom and use them as evidence. For this reason, board meeting minutes must accurately reflect the actions and decisions of the board.
Minute taking software has made the secretary’s duty of preparing for meetings, taking minutes and writing up final copies of meeting minutes faster and more accurate.
Taking Minutes Manually Is Time-Consuming and Insecure
Secretaries or other minute takers usually spend weeks or months preparing for a board meeting. The board chair and the CEO usually work with the secretary weeks or months in advance of a board meeting to set the agenda. The agenda closely relates to the template for taking minutes, so secretaries typically work on the agenda and the template for board minutes at the same time. First, they have to dig into the files and locate the past meeting’s agenda and board minutes.
Taking minutes manually is a labor-intensive task. The minutes must include the date, time and location of the meeting. The secretary also makes notes about who attends the meeting and who is absent.
Once everything is set for the meeting, the secretary must listen diligently to board discussions, making decisions about what information should be included in the minutes. The bylaws of some corporations allow the board to record minutes, so a secretary may spend extra hours after the board meeting reviewing the recording to make sure the meeting minutes are accurate. The final copy of the minutes goes out to the board directors at the next meeting for formal approval. This process entails additional hours of printing papers, copying them, and allowing time for the minutes to be distributed to the directors. Don’t forget that the minutes can be called into evidence at any time. That means that if there are any final corrections, the secretary must reprint the minutes, including all corrections, and redistribute final copies to the board directors for their records.
Shortly after completing this task, it’s time to begin preparing the meeting template for the next meeting.
Manual Minute Taking Lacks Necessary Security
Besides the vast amount of time that it takes to manually complete board meeting minutes, there’s a greater issue of security. It’s easy for notebooks, loose-leaf papers and scratch papers to fall off the table or get lost in the shuffle. Paper documents provide no security for board directors.
Minute taking software has built-in security, alleviating these problems. The product incorporates other enhancements as well.
How Technology Enhances Boardroom Minute Taking
Every board director has their own way of managing their duties. Minute taking software offers the flexibility of accessing the program inside or outside of the board portal.
Once a director starts the process of developing a board book, a minute-taker can simply click on a button that says “Take minutes” to begin taking minutes electronically. The program draws information, such as the date, time and location of the meeting, and who is attending the meeting, from the board book.
One of the many challenges for anyone taking minutes is to keep track of the topics. Minute taking software has a built-in feature that automatically adds folder tabs for each meeting topic. The user simply clicks on the proper folder and types in the notes. The director can add the notes to the minutes later when they have more time to think through what information needs to be added or changed.
Board directors need access to the prior meeting’s minutes, so they can approve them. If corrections need to be made, the secretary can make the corrections and send the updated minutes out to the directors in real time for immediate approval with one click.
The software makes it ultra-easy for board directors to add reports and documents during the meeting if needed, rather than holding up an issue because someone forgot to bring a document.
One of the many benefits of an electronic template for meeting minutes is that the secretary can easily share the template with the board chair, making it easier and more efficient to collaborate. The software also makes it possible for board directors to communicate via messaging to the board chair or secretary during the meeting without undue disruption if they need to make a timely point.
The electronic filing system allows directors to pull up past board meeting minutes, past board handbooks, and other archived documents and reports within a few clicks.
With minute taking software, the secretary can add director tasks online and send directors a notification right away or at some point after the meeting. The notification feature also lets the secretary monitor tasks and send additional prompts as needed.
Perhaps one of the most time-saving features is the software’s capability to export the minutes to Microsoft Word. The secretary or board chair can pull them up and bring them back into the portal for the next meeting’s review and approval.
Diligent Minutes, part of Diligent’s Governance Cloud offering, uses the same security measures as in the board portal, such as strong encryption controls and third-party testing, and is ISO 27001 certified. Board directors can use the minute taking software with full confidence that their board meeting communications are secure from hackers.
What is the Governance Cloud?
Board directors are obligated to perform a host of varied duties and responsibilities. Diligent developed a suite of 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, leadership teams and general counsels continue to express their needs to digitize governance processes, Diligent will be the partner to grow with them. 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.
Conclusion: Thoughts on Minute Taking Software vs. Taking Minutes Manually
Minute taking software does much of the board secretary’s work for them. It takes just one click inside the electronic board book to begin taking minutes because it’s integrated into the portal. The program prefills most of the important information automatically. In addition to the strong security of the portal, board members won’t be tempted to take information outside of the board portal, because there’s no reason to leave it while performing board business. When all directors are prepared, meetings go more smoothly, and they won’t generally last as long as when directors have to do many of their tasks manually.