Taking minutes for a meeting requires attention to detail. Following a sound process will help your board create an accurate, useful, and safe accounting of your meeting activities.
Taking board meeting minutes might not be the favorite task of a board secretary. But it’s an incredibly important one nonetheless.
Board meeting minutes are an essential component of all board meetings. They serve as the official record of what decisions were made, who was in attendance, and anything else consequential about a board meeting. Board meeting minutes can potentially protect your organization against liability, document decision-making, and create a clear list of actions and next steps. The pressure’s on to get it right.
Taking board meeting minutes might seem simple enough. However, the reality is it can be challenging to distill an hours-long meeting into a few pages of concise, understandable board meeting minutes. This is especially true for someone who’s not exactly sure how to take board meeting minutes.
Make no mistake: Taking great board meeting minutes is possible. It just requires extreme attention to detail and a solid process to get it right.
Read on to get tips for how to take board meeting minutes, as well as a template to help you get started.
For a complete in-depth discussion at what meeting minutes are, why are they important, how to write effective minutes to drive good governance: Download the Comprehensive White Paper: Everything You Need to Know About Meeting Minutes.
What are the Benefits of Meeting Minutes?
Meeting minutes serve as a single source of truth of what happened during a given board meeting. Keeping such a record is beneficial for a number of different reasons. Let’s explore 4 of the top benefits of meeting minutes.
- Accountability and progress: Meeting minutes serve as a record of a board’s long and short-term planning. They reflect what goals, projects, and initiatives the board has committed to, who is responsible for what, and key deadlines. Having such a record helps hold boards (and individual board members) accountable. Referencing meeting minutes over time can also be an effective way to track progress toward goals.
- Continuity: Meeting minutes help to ensure continuity from one meeting to the next; boards can pick up where they left off at the last meeting rather than rehashing the same information and topics. What’s more, board meeting minutes help ensure continuity as members join and exit the board.
- Legal protection: Meeting minutes are a legal record of what happened during a board meeting. If an organization were to encounter a lawsuit, there’s a chance meeting minutes could be subpoenaed. Comprehensive, well-written meeting minutes can potentially protect the organization (and its board members) against liability. On the other hand, if there are missing or incorrect details in the meeting minutes (or if there aren’t any meeting minutes at all), the consequences can be devastating to the organization and its board members.
- Documented rationale for decision-making: Boards are responsible for making many decisions for the organizations they serve. Meeting minutes serve as a record of those key decisions – as well as the reasoning behind why they were made. If a question arises about why a specific decision was made, meeting minutes can be used to answer those questions.
Consider the Structure of Board Meeting Minutes Before Writing
Before putting pen to paper (or fingers to keyboard), it’s important to consider the board meeting structure you’ll use. A board meeting minutes template is a great place to start.
An effective template for board of directors meeting minutes includes 3 basic elements:
For the sake of consistency, it’s important to use the same board meeting minutes format each time you prepare meeting minutes. Use your organization’s logo or branding on the document, and include an official header with the date, time, place, and type of meeting. You can also include a statement about confidentiality and security to remind board members to not share the information publicly.
Taking attendance at your board meeting matters, especially in the event of litigation or other issues that can arise following a controversial board vote or decision. An accurate and historical record of attendance also shows investors and other stakeholders how board directors fulfilled their duties and obligations.
Document the names of people in attendance, as well as those who are absent. Note whether anyone is attending remotely via phone or videoconference. Also, document when the meeting began, who chaired the meeting, and who recorded the meeting minutes.
The body of your board meeting minutes generally includes two main components: administrative business and substantive business.
The administrative business section includes routine items, such as agenda approval, minutes approval from the last meeting, and a consent agenda to acknowledge various committee reports and other recurring items.
The substantive business section includes items requiring more robust oversight, discussion, and decision. The body of your meeting minutes is essentially the main course, or where to include the meat from what occurred at the board meeting. Generally, substantive business involves budget approvals, discussion of new product initiatives, formal resolutions, and other important matters requiring board approval.
For each item, include:
- A separate paragraph with a heading or rubric
- Actions taken (e.g., board approved or board denied)
- No actions taken (e.g., board received and discussed, but tabled it)
- If available, add relevant background information for larger context
How to Write Board Meeting Minutes
Meeting minutes are important for all boards for myriad reasons. As such, taking minutes at a board meeting isn’t a task to be taken lightly. Instead, the board secretary (or whomever is responsible for taking board meeting minutes) should make it a priority to draft clear, concise meeting minutes that serve as an accurate record of what happened during a board meeting.
What exactly does it take to develop great board meeting minutes? Here are 4 board minutes best practices to keep in mind.
1. Plan Beforehand
It might be tempting to jump right into taking board meeting minutes. But like all business matters, it’s important to do some planning in advance and get familiar with board minutes best practices.
If you’ve been tasked with taking minutes at a board meeting, it’s important that you have a clear idea of what’s expected of you. Be sure to have a discussion with the board president to ensure you’re aligned on expectations. During this discussion, you’ll need to determine if there’s a specific board meeting minutes format you’re expected to use. If there isn’t an existing format, you may want to use a board meeting minutes template as a starting place.
In addition, it’s important to understand where meeting minutes should be taken. While some boards draft meeting minutes in a Word document, others draft theirs directly within their board portal, such as OnBoard.
Also, while the same person (usually the board secretary) typically takes meeting minutes at each board meeting, it’s important to designate a backup and ensure that person has a clear understanding of the process for taking board meeting minutes well in advance. That way, if the secretary isn’t available, the backup won’t be caught off-guard; they’ll be ready to step right in.
2. Create a Note-Taking Outline
A few days before the meeting, review the meeting agenda. This will help you get an idea of what issues are going to be covered and help you organize a note-taking outline. Creating a note-taking outline will enable you to be a better listener and note-taker. You will not need to worry about notating each change in topic because you already know what topics will be discussed and in what order, allowing you to focus on what’s being said.
If you use a cloud-based board portal like OnBoard, you can export the agenda and use it as a template for note-taking. OnBoard saves any notes you take in the cloud, which allows you to access your notes anytime and anywhere.
3. Be Selective
Effective meeting minutes get right to the point by telling readers what happened and why, no matter whether you’re taking board meeting minutes for a corporate, nonprofit, or university board meeting. The minutes typically outline the topic of discussion, who made what motion, the vote or decision made, and what action items need to be completed and by whom.
Avoid recording too much detail when taking minutes at a board meeting, and be sure to consider board minutes best practices. Taking notes on every aspect of the entire meeting results in disorganized, messy minutes, so, rather than typing notes furiously, listen carefully to the topics being discussed and document the significant points of the discussion.
Meeting minutes should be specific enough to prove the board was focused on the business at hand, but not so detailed as to pose a liability to the company. But keep in mind that while you want your meeting minutes to be “short and sweet,” they should not be so minimal that suspicions are raised in an audit over the lack of discussion over a major decision.
To achieve this balancing act, it’s important to paraphrase each topic that’s being discussed before identifying the action that was taken.
4. Write in an Objective Voice
Occasionally, there may be conflict in the boardroom. For example, there might be contention about a particular issue or vote. It’s important to ensure meeting minutes are always written objectively, regardless of the mood in the boardroom.
Board meeting minutes must convey what happened during a board meeting without reflecting personal feelings, emotion, and bias. That can be somewhat challenging when you’re taking board meeting minutes during a particularly contentious meeting. There are 3 ways to help ensure meeting minutes are always written in an objective manner.
- Leave out the emotion. Sure, things might get heated. But keep the emotions out of the meeting minutes. Instead, stick to the facts – such as votes (both in favor of and against a motion) – as well as any key details of the discussion.
- Ask for an outside opinion. Ask someone who’s not on the board to review your meeting minutes. A third party has no skin in the game, so they’re better able to provide an unbiased opinion. Just make sure that your chosen third party doesn’t have access to any confidential information.
- Sleep on it. Board secretaries are those most often tasked with taking minutes at a board meeting. However, because secretaries are voting members of the board, it’s easy for them to get caught up in the heat of a contentious meeting. If you’re not sure if your board meeting minutes are objective, consider sleeping on it. You’ll wake up with a fresh mind – and a better perspective.
What You Should NOT Include in Your Meeting Minutes
It’s important to know what to include in minutes for a meeting, such as who was in attendance and what decisions were made. Including these key details ensures meeting minutes provide an accurate account of what happened during a board meeting. What’s more, the inclusion of certain details can provide legal protection.
But it’s equally important to understand what shouldn’t be included when taking minutes for a meeting.
Here are 5 elements that are oftentimes included in board meeting minutes – but shouldn’t be.
1. The Votes of Individual Board Members
Votes are taken during the majority of board meetings. Typically, the names of individuals who made and seconded a motion are included as a component of the minutes for a meeting. However, in general, the votes of individual board members shouldn’t be included. Instead, minutes for a meeting should simply summarize how many board members voted for or against a motion – and how many abstained.
Of course, there are exceptions to every rule. For example, if there’s a vote that involves executive pay or financial transactions that involve board members, meeting minutes should include the votes of individual board members – as well as their rationale for voting the way they did. Including this information can protect the board in the case of any legal issues.
2. The Opinions of Individual Board Members
We’ve already explored the importance of taking objective, unbiased meeting minutes – even when there’s obvious tension in the boardroom. However, it’s important – and thus worth revisiting.
When preparing minutes for a meeting, board secretaries should focus on effectively documenting decisions that were made, not discussions or arguments that occurred. If a disagreement occurs, it’s OK to make note of it. But make note and move on. Avoid documenting the opinions or disagreements of individual board members – even if they ask for that information to be documented.
3. Detailed Explanations of Documents and Presentations Shared During the Board Meeting
In a typical board meeting, various materials are shared and discussed, including presentations, records, and other documents. When compiling minutes for a meeting, it makes sense to mention any materials that were presented. However, avoid going into extensive detail about the content of such materials.
Instead, make note of where board members can find the document in question, should they need to refer to it in the future. Today, many boards still rely on email attachments or services like Google Drive and DropBox to share materials. However, these tools aren’t as secure as one might hope. A better approach is to house all board materials within a secure board portal. That way, board members can easily access the presentations, records, and other documents referenced in meeting minutes – whenever they need them.
4. Anything That Has the Potential to Cause Scrutiny of a Nonprofit Organization or Other Tax-Exempt Entity
Typically, nonprofit organizations (and some other types of organizations) are tax-exempt. In other words, they’re not required to pay federal income tax on income related to the organization’s mission and purpose.
When taking minutes for a meeting, tax-exempt entities should avoid including any content that could put their tax-exempt status in jeopardy.
Again, this goes back to taking objective meeting minutes. Stick to the facts, and avoid including any commentary about things like small talk, emotional disagreements, or unnecessary legal commentary. Doing so can put an organization’s tax-exempt status at risk if meeting minutes are reviewed by others at any point in time.
5. Off-the-Record or Sidebar Conversations
Conversations that stray from the meeting agenda are common at board meetings. Of course, it’s fine that these sidebars happen. However, they should be designated as off-the-record – and shouldn’t be included in minutes for a meeting. The person taking meeting minutes can simply indicate that some directors engaged in conversation about items that weren’t on the agenda.
A Board Meeting Minutes Template
There are certainly best practices for taking board meeting minutes. However, there’s no right or wrong way to draft meeting minutes. Meeting minutes vary widely from one organization to the next based on factors including industry regulations and board member preferences, just to name a few. In addition, the content of board meeting minutes varies based on what’s covered during the board meeting.
However, there are some commonalities across meeting minutes. Using a board meeting minutes template can help ensure your meeting minutes accurately and legally reflect what occurred during the board meeting. A template can also help ensure your meeting minutes are consistent from meeting to meeting.
Not sure where to start with your board meeting minutes? We’ve developed a board meeting minutes template to help you get started.
As this template illustrates, board meeting minutes don’t have to be terribly complicated. In fact, they shouldn’t be. They should simply capture all key information in a manner that’s clear and consistent.
Remember: a board meeting minutes template should only be used as a starting point when drafting your meeting minutes. All organizations are different, and it’s important to customize the template to meet the unique needs of your board.
How OnBoard’s Minutes Builder Can Accelerate Your Meetings
If you use a cloud-based board portal like OnBoard, you can export the meeting agenda and use it as a template for note-taking during the meeting. OnBoard saves any notes you take in the cloud, allowing access anytime and from any device.
Here are five ways OnBoard’s Minutes Builder makes boards more successful:
- Document without interrupting workflow. Take minutes based on your meeting agenda within OnBoard to seamlessly integrate minutes into the meeting workflow.
- Keep meetings actionable. Use OnBoard to record next actions or decisions, then assign tasks after the meeting to specific directors and track their progress.
- Get minutes approved before the next meeting. Stop wasting valuable time approving minutes from the last meeting with the easy Voting and Approvals functionality of OnBoard.
- Create institutional memory. It helps future board members contribute to the larger discussion if they know what happened, when, and why.
- Ease the load for your board administrator. Give your admin a tool that makes crafting meeting agendas and distributing meeting minutes a whole lot easier.
About The Author
- Board Management Software2022.06.07Why Your Board Members are Your Best Sparring Partners: An Interview with Dan Rossignol
- OnBoard Customer Case Studies2022.05.24How to Prepare for a Board Meeting [Tips for CEOs and Board Chairs]
- Board Management Software2022.05.16A Conversation With Ram Charan: Boards That Lead
- Board Management Software2022.04.262022 Board Effectiveness Survey: The Right Technology Drives Improved Board Effectiveness