Jonathan Poisner Strategic Consulting

These tips range from the hyper-specific to general.  I’ve encountered more than a handful of organizations for which board minutes are done slapdash without any real attention to meeting either the need to be legally accurate memorials of what happened or documentation of use to those unable to attend.

1. The minutes should state when the meeting convened and when it adjourned.
   
   
2. The minutes should state the location (if in-person) or state that the meeting was conducted virtually.
   
   
3. The minutes should indicate who was in attendance (both board members and others).  (And if people arrive/leave part-way via the minutes, the minutes should reflect that).
   
   
4. The minutes should follow the order of the agenda, so that it reflects what happened during the meeting in the order the events take place.
   
   
5. Minutes should be in past tense. 
   
   
6. While it should follow the order of the agenda, the minutes taker shouldn’t just take notes on the agenda it it’s using a shared platform, like googledocs.  You should retain a clean copy of the agenda that doesn’t contain notes of what happened during the meeting. (The minutes taker can always copy the agenda into a new document or cut & paste the agenda into a new document if they find having the agenda useful as an outline).
   
   
7. Motions should be memorialized, with detail on what the motion is, who made the motion, who seconded.  If a voice vote is taken and there are no objections, it is sufficient to just indicate a sentence that the motion passed.  If a counted vote takes place, the tally of yays and nays should be detailed.  Motions are the one thing you absolutely most record in the minutes. 
   
   
8. Minutes should be concise and direct.  They are not a way of reporting everything every person said, details from presentations, etc.  They should focus on the most essential things: actions taken by the board and commitments made by individual board members to take on tasks.  If there are documents shared during the meeting, it can be appropriate to link to those from the board minutes. 
   
   
9. To the extent there is a desire for minutes to reflect informational items where no action is taken, it is sufficient to note the item and provide a very brief summary of the topic covered.  This should not be a transcript of the meeting.  
   
   
10. The Secretary should take notes during the meeting.  And then within 48 hours edit them into draft minutes while their memory is fresh.  This is the time to double-check spelling, write out acronyms and jargon to make them understandable.  In the absence of a Secretary, somebody else on the board should step up and play this role.  Staff can offer to assist, but ultimately these are a fundamental board responsibility.
    
    
11. Before being distributed, it’s appropriate (though not essential) for an Executive Director or Board President to provide suggested edits at this point, for the Secretary to then finalize. 
    
    
12. Board minutes should be circulated as soon as ready, rather than waiting until just prior to the next board meeting.  At the next board meeting, the minutes from the prior meeting should be approved by a board vote (with any corrections identified), usually as the first item of business.
    
    
13. The organization’s online file system should allow for minutes from past board meetings to be easily sought out if it proves necessary.  At a minimum, when new board members are oriented, they should be shown the minutes from the last 2-3 board meetings.
    
    
14. Lastly, while the existence of this Tip Sheet suggests the importance of minutes, careful readers of Why Organizations Thrive will note that Executive Directors are separately encouraged to send an email to their boards within 48 hours of a board meeting summarizing the most significant things that happened.  This is an important way to maintain momentum with those board members unable to attend.