How Effective Are Your Board Minutes?

Stock to Employees—Not Always Such a Good Idea!

Meetings take time and time is valuable. Two ingredients necessary to ensure that meetings are productive are a strong chairperson and accurate minutes. A strong chairperson has the ability to help the group achieve its goals within a specific timeframe, and accurate minutes help participants remember the topics discussed and understand the details they may have missed.

Minutes keep board members up-to-date on activities going on within the organization, assist management in helping the Board Chair accomplish the objectives of the meeting, and keep the organization more focused and efficient. Minutes should be clear and concise and written to provide the reader with at least two pieces of information:

  1. What issues were discussed and how they were resolved.
  2. The names of the individuals assigned to specific tasks and the deadlines for completing those tasks.

After board approval, minutes of meetings are considered official documents and can be used as evidence in legal proceedings. Thus, accuracy is important – especially when recording motions and resolutions. The format of the minutes can be formal or informal, detailed or summarized, but should include the important elements of the meeting.

The following elements may be displayed in various styles, but should be present in all minutes taken:

  1. Heading – All minutes should include the name of the organization and committee that is meeting, the date, and whether the meeting is a regularly scheduled meeting or a special meeting.
  2. Attendance – Include the names of both the people who attended and those who were invited but did not attend. You should specify who acted as Chair and who recorded the minutes.
  3. Approval of minutes from the previous meeting – This section may include any corrections made to previous minutes.
  4. Reports – If the meeting requires reports or documents from sub-committees or the Board’s officers, the reports presented by these individuals should be summarized in the minutes and the full text of documents or written reports should be attached or a reference should be made to where they are filed. Be sure to keep a record of a report that was adopted or accepted, such as a budget or an action plan, and document the key figures or concepts in the motion.
  5. Motions – The minutes should state who made each motion and whether it was carried, defeated, or tabled.
  6. Discussion – The remainder of the minutes are an objective summation of what actually occurred. They should never be biased or give one person’s comments more weight than another’s. All pros and cons should be mentioned and any new information presented should be summarized. It is essential to document expected actions, deadline dates, and who is responsible. Often, minute-takers use a recorder to help remind them of the issues and topics discussed.
  7. Adjournment and next meeting – If the adjournment involves a motion, it should be recorded. Otherwise, a brief sentence stating when the meeting was adjourned is sufficient. The date, time, and location of the next meeting should also be documented.
  8. Signature – The minute-taker’s signature and title should appear at the end of the minutes. If they are electronic, a password can be added by the minute-taker so no one can alter them.

Another important component of minute-taking is how the minutes are filed, because minutes are of no value if one is unable to locate them later. Minutes should be kept in chronological order, including all submitted committee reports or documents, in a binder or electronic folder set up for that particular year. The committee reports and documents should include the dates they were received and disclose whether or not further action was taken. Minutes are typically retained by the minute-taker; if they are electronic, there should be an automatic backup of the files. Best practices indicate that board minutes of tax exempt organizations be maintained indefinitely.

Part VI, Section A, Question 8 of IRS Form 990 asks whether “the organization contemporaneously documented the meetings held or written actions undertaken during the year by the governing body and committee acting on behalf of the governing body.” This indicates that minutes are an IRS concern and if minutes are not maintained, it could result in poor ratings in the view of funding agencies and donors.

Minutes provide a memorialized chronology of key information such as board actions, elections of officers or directors, and reports from committees and staff. They are important documents and handling them effectively should be a priority. Following the above recommendations will ensure that meetings are productive and well worth the time.

Maxine G. Romano can be reached at Email or 215.441.4600.

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