How to Take Board Meeting Minutes

Organizational Management April 06, 2022

WildApricot

By WildApricot

Taking board meeting minutes can feel tedious, but doing it well will help your team in the long run! Board minutes serve as a point of reference for what was discussed AND as a resource in legal matters.


The best minute takers have:

  • a keen ear for detail

  • an understanding of what is worth documenting

  • a concise writing style


Wanna learn the basics of this skill? 


Check out our advice on How to Write Effective Meeting Minutes


Looking to improve what you already know? Read on for a detailed guide!

What are Board Meeting Minutes?


Board meeting minutes are a record of what happened in a board meeting.


They serve as:


  • A way for the nonprofit’s board of directors to keep track of each meeting’s progress

  • An official document that can be consulted in case of legal trouble

  • A place to record who was present, how they voted, and what occurred in the meeting


Taking a board of directors’ meeting minutes isn’t a job to take lightly! If anyone needs to reference what happened in the meeting (and people often do!), it's necessary to have a clear document.

14 Things to Include in your Meeting Minutes


Before you begin taking your board meeting minutes, you should know what information is a must-have.


Make sure to include:


  1. The date, time, and location: Minutes should always portray the facts. Documenting the “when” of the board meeting makes it easier for you to organize your records.

  2. Note if this is a Regular, Special, or Annual meeting: Was this a housekeeping meeting? A special look at something unexpected? An annual meeting? Future readers should have an idea of why the meeting was called in the first place!

  3. The name of the assembly: Be sure to clarify who is holding this meeting. This will be necessary should your minutes get reviewed in a legal context.

  4. List of presiding officers, directors, staff, guests, and attendees: Keep a record of who was present and what their roles were. When you are keeping track of peoples’ comments and opinions, this will help you keep up with the key players.

  5. List of nonvoting participants and why they’re there: Everyone has a reason for being at a board meeting, so make sure to give an idea of everyone’s stakes. It’s super important to have an accurate attendance record!

  6. Who is attending in person, by phone, or online: Not everyone can make it to meetings in person, but that doesn’t mean they should be left out of your minutes. Include anyone attending the meeting virtually, too.

  7. Who recorded the meeting minutes: Was it your team’s secretary? Another board leader with a passion for organization? Make sure the voice behind the minutes is represented.

    1. TIP: If your usual minute-taker can’t be there, make sure you have someone else chosen in advance to do the job. This will keep you from scrambling to fill the role and ending up with messy minutes!

  8. A statement on if the regular chairman and secretary were present: It is important to identify if these essential members were present for the meeting. If they couldn’t be there, make a note of who stepped in for them.

  9. Whether a quorum does or does not exist: A quorum is the number of shareholders required to make a decision. Whether or not a quorum is reached can explain why certain decisions were or were not made.

  10. What happened at the meeting: A clear, objective account of what went down is one of the most important parts of taking board meeting minutes! This keeps a record for people to refer to after the meeting, and offers legal protection in the future.

  11. Names of board members who voted against board decisions: No one wants to think about a lawsuit, but it sometimes happens. An accurate voting record protects the board members who disagreed with the legal decisions that are being investigated.

  12. A statement regarding the approval of previous meeting’s minutes: This will keep past issues from going unaddressed for too long.  It also helps keep everyone in the loop about what’s being documented.

  13. Beginning/end time for meeting: This detail is necessary for good record-keeping, and it gives an idea of how long meetings usually go.

  14. Date and time for the next meeting: A board of directors is composed of people with very busy schedules, so it is important to have meetings set in advance!


Above all, ask yourself: do your minutes provide a full view of what occurred at the meeting? If someone had to miss the meeting, would they be able to be on the same page for the next meeting? In case of a legal investigation, have you provided a fully accurate account?


If you can say yes to all these questions, then you are on your way to taking useful board meeting minutes!


TIP: If you’re looking for a more detailed guide of what to include, consider reviewing Robert’s Rules of Order.


4 Benefits of Writing Strong Board Meeting Minutes

The work you do to take strong board meeting minutes will ultimately pay off in the long run. Don’t get sloppy with your minutes—there are many ways that they can help you in the future!

Fulfill Any Legal Obligations

On rare occasions, board meeting minutes can be subpoenaed by the IRS for investigation, or used in a lawsuit. Not fun, but important to think about! When this happens, board members can be held liable for many things, including how they voted.


This is one reason why it is important to record who agreed and disagreed with each decision. You want your fellow board members to be protected in the unfortunate case of a lawsuit! These notes also give an early look at peoples’ conflicts of interest, along with what steps the board of directors took to manage them.


Clear and accurate minutes can protect your board of directors from a world of trouble. Remember: it is not enough to simply take your minutes, you must do so with care!

Create a Consistent Record to Look Back On

A consistent record of what occurred in a board of directors’ meeting is essential for reviewing the details. Board meetings can go long, and it’s easy to lose track of every single decision that was made.


Your board of directors is made up of some seriously busy people—having strong meeting minutes is one way to make their lives much easier!


If confusion arises in the future, your board of directors’ meeting minutes help clarify past choices. This is a great way to keep your meetings on track.

Accountability

A board meeting is a place where tons of big decisions are made.


New ideas come up, new assignments are given, and changes are made to everyone’s workload. If someone says that they will take on a new responsibility, your board meeting minutes will put that down on paper. This is one way to keep everyone accountable!


Keeping track of everyone’s responsibilities can be especially useful for those Traci Kantowski, former president of the Junior League of Kane & DuPage Counties, calls “board champions.” These are the folks who specialize in individual projects. Your meeting minutes make sure their work is recognized by other members of the board.

Resource for Absent Members

Because a board of directors has many people with busy schedules, it isn’t always possible for everyone to make it to meetings.


If someone misses a meeting, board meeting minutes are an easy way to catch them up. This is why your minutes should be very clear—you don’t want to leave anyone in the dark!


Having trouble building a board with consistent and reliable members? Here are 4 Steps to Recruiting the Right Board Members for Your Nonprofit.

How to Take Minutes at a Board Meeting: 12 Steps

While writing board meeting minutes can feel a little intimidating, the process can actually be broken down into twelve easy steps:


  1. Find an attorney: Get some legal advice about what you need to record. This will keep you from missing anything or bogging down your notes with unnecessary details.

  2. Review past meetings: Set some expectations of how meetings generally play out. It’s good to know what to expect!

  3. Use a template: Save yourself some time by having a meeting minutes template. Instead of worrying about organization, all you need to do is fill in the blanks.

  4. Set a Plan with the CEO: Work together with the CEO to make sure you’re both clear on the meeting’s structure.

  5. Prepare an agenda: This will control the flow of the meeting and help people prepare for the meeting going in. Remember to distribute your agenda in advance!

  6. Create an Outline: If you’re worried about needing to organize as you write, you can use an outline to streamline the process.

  7. Ask to record the meeting (securely!): A recording is never a replacement for minutes, but it is a very useful reference tool in case you miss something. People can talk fast, and a secure recording can help you be sure everything you’ve written is accurate.

  8. Take your minutes!: If everything has been correctly prepared, this part should be easy! Follow what’s going on, and don’t get distracted.

  9. Revise and check for objectivity: This is your opportunity to remove any details that are unnecessary. Leave your personal opinions at the door, and focus on the facts.

  10. Ask for a second opinion: Minutes are a big task, and having another eye on them can help you check if you’ve missed anything.

  11. Send them—not too late!: Don’t wait too long to send out your minutes. People need to review your minutes ASAP to stay in the loop, especially if they missed the meeting!

  12. Keep them on file: Remember that these are official records. Have your board meeting minutes organized in case they need to be consulted.


What NOT to Include in your Meeting Minutes

In many cases, knowing what NOT to include is just as important as knowing what should be recorded! Here are some things you should leave out of your board meeting minutes:


  1. Verbatim discussions: This is simply too much information for people to read. If you need something verbatim, that’s what a good transcript is for.

  2. Subjective opinions and conjecture: Keep to the facts! Leave out your emotions and personal opinions, and get a second opinion if you have to.

  3. Sidebar conversations and friendly banter: There’s nothing wrong with a fun side conversation, but it doesn’t need to go in your minutes. Save it for the social channel on Slack!

  4. Direct quotes: Quotes are very easy to misinterpret out of context, and can even be used against people later in a sticky legal situation. Document the key points in your own words.

  5. Major arguments—with attribution: It is important to note when disagreements occur, but focus on the points instead of the people.

  6. Anything that opens you to liability: Avoid including statements that can be taken out of context in your board meeting minutes. But also make sure not to skimp on your notes—you don’t want it to look like something is being hidden!

  7. Named votes: Privacy is important. The results of votes are important, but keep out the names.

  8. Full on depictions of presentations: Many things that are presented in board meetings are confidential. Note what it is that was shared, but leave out the details of the content.

  9. Vague descriptions: Again, being too vague can open your board up to liability should your minutes be consulted in court. Get down those details!

  10. Inaccurate minutes: This is the most important thing to remember—write down what actually happened. Accuracy should be prized above all else, as it will prevent disagreement and confusion in the future.


Conclusion

Taking successful board meeting minutes can seem intimidating at first, but you have the power to do it effectively! Keep notes that are clear, concise, and accurate, and you won’t go wrong. Your board of directors will thank you for your efforts in the future!


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