Board Meeting Minutes

Just as board meetings are primarily for making decisions, minutes are primarily for recording and documenting decisions.

While it is sometimes useful if the minutes summarize different positions expressed, if it’s expected that review of those discussions will be important, what is most important is to record the decision as the board made it — that is, in the language of the actual motion or proposed action.

When there is a counted vote, that vote count is recorded in the minutes.

Minutes are not meant to be a transcription of the board meeting. Such detail is unnecessary and probably distracting to anyone trying to use the minutes to check what decisions were made in the past.

Minutes should be approved, with any corrections approved by the board, at the next meeting of the board. If the minutes are distributed in advance, and board members have an opportunity to suggest corrections before the meeting, this corrections process should go quickly.

  • As with any other board issue, the board’s purpose is to make decisions, including decisions about what should be recorded in the minutes.
  • If the minutes correction process is taking very long, the president can ask that the approval be postponed until the next meeting, to give time to the secretary and others to try to work out consensus on the disputed language.
  • Sometimes, the board will have to simply vote to decide between differing memories or interpretations of what transpired. It is only necessary that the majority of the board agree, if consensus is not possible.

A copy of the approved minutes is filed at the Society’s office or with its archives. Such record-keeping is usually a requirement of state law for incorporated entities.

Other details which should be in the minutes: date of meeting, start and end time, place of meeting (city/state), title of the meeting (e.g. “board meeting”), who was there (regular board members present and absent, and separately, observers and guests including staff members).

A separate Action List is helpful.

Action Lists

A very helpful technique is to add to the minutes of the board meeting a separate summary of “action items” which board members or staff have made commitments to do as a result of the meeting.

This process helps ensure that commitments are remembered and kept, and when board members are unable to keep a commitment, helps the board to reschedule or reconsider the assignment.

For each action item, the secretary lists:

  • A name of the action item
  • Brief, one simple sentence, description of the action item, if the name doesn’t say it all
  • Who agreed to be responsible — if multiple people are acting, which one individual on the board (or staff member who attends all board meetings) is responsible for seeing that it is done
  • By when it will be done
  • Date of commitment

The action list is distributed to board members within a few days of the board meeting, even, if necessary, before the minutes are distributed.

At the end of each board meeting, there is an agenda item called “Action List” where the board

  • First reviews what it has added to the list during that meeting
  • Second, reviews outstanding items, with one of the following actions taken for each after a very brief summary from the person responsible:
    • removes it from the next version of the list because it’s completed — usually, this has been noted during the course of the meeting
    • reassigns a completion date or person responsible
    • redescribes the action to be taken
    • removes it from the list if it’s no longer needed

Example:
Action List 8/1/05

  1. Find Finance Committee chairperson
    What: Call five persons suggested by the Board
    Who: Pat
    By when: [original 7/15/05] 8/15/05
    Added: 7/1/05
  2. Notify RE committee of approved contract
    Who: Sam
    By when: 8/10/05
    Added: 8/1/05

Note that in this example, the first item was unfinished by the 8/1 meeting, and the date was rescheduled. The original date remains so that the Board can see if action items have been seriously delayed over time.