OnBoard CEO Paroon Chadha and General Counsel Adarsh Mantravadi explain how effective meeting minutes are essential to any successful board.
OnBoard CEO Paroon Chadha spoke succinctly about the importance of meeting minutes during an Oct. 5 webinar, “Delivering Better Meeting Outcomes with Minutes and Task Management.” He might have saved his best point for last.
“Awesome minutes often reflect great boards,” he said to the group of nearly 150 participants. “Invest in being very good at recording your minutes. It helps you execute better coming out of the board meeting and has tremendous advantages in the way you operate.”
Chadha and Mantravadi spent the 45-minute session providing an overview on meeting minutes, showcasing OnBoard’s Minutes Builder and Task Management board management software features, pro tips for taking good minutes, minutes-related mistakes to avoid, all while taking questions from the audience.
“Awesome minutes often reflect great boards. Invest in being very good at recording your minutes. It helps you execute better coming out of the board meeting and has tremendous advantages in the way you operate.”
Why Meeting Minutes Are Important
Meeting Minutes are the official legal record of the meeting. While laws are generally flexible on what meeting minutes should include, Mantravadi cautioned participants to accurately represent what takes place in board meetings because of potential legal ramifications.
He added that courts have at times interpreted an absence of a substantive discussion on a topic in meeting minutes to mean the board didn’t actually discuss that matter.
“You want to make sure you are capturing the discussion in order to both have that record how the board deliberated, but also show you’re fulfilling your obligations to the organization,” Mantravadi said.
Chadha added, “Once the minutes are approved, they’re presumed to be correct. That’s the version of truth that you’re filing away. Minutes can be used as legal evidence so they should be given due care.”
Meeting minutes are often used for wide-ranging reasons and audiences, including reference material for new hires and potential investors. The growing Environmental, Social and Governance (ESG) emphasis as another reason why good minute-taking is vital.
“ESG has become a topic that everybody is discussing in the boardroom,” Chadha said. “There is a record to be generated here as we all embark on this journey of getting better at really progressing on the ESG spectrum. Your minutes are essentially a big part of that.”
Meeting Minutes Dos and Don’ts
Some of the best meeting minutes practices Chadha and Mantravadi suggested include:
- Use a board minutes template in advance.
- Keep a record of decisions and follow-up actions and keep track as the conversation progresses.
- Keep track of all items to be discussed in the future.
- Create a secure meeting minutes archive for future reference.
- Don’t be afraid to ask for clarifications and noting personal insights. “Some of those clarifying questions could be handy for everyone in the board meeting,” Chadha said.
The board minutes administrator should compile and share minutes within 24 to 48 hours of the meeting’s conclusion. “The best minutes are done right after the board meeting,” Chadha said. “Once they’re done, they need to be reviewed for quality and accuracy. Often, this requires corporate counsel. Make sure they’re accurate and consistent and that there’s a high-quality document you’re producing.”
What should boards avoid when compiling meeting minutes?
- Sharing board minutes late
- Failing to follow a consistent process, which leads to greater scrutiny in the case of litigation
- Errors of omission of key action items and/or discussion points
- Minutes that lack quality, which brings clarity for legal and/or compliance agents
- Missing key meeting details such as attendance, conflicts, or modification of the agenda
- Making minutes too specific or too emotional. “Minutes can be time-consuming to capture,” Chadha said. “The best minutes should capture what happened but should not actually be a transcript.”
- Making minutes unambiguous or inaccurate
Minutes should also include any vote abstentions, which are usually conflict-of-interest-driven. “You have, in many boards or organizations, fiduciary responsibilities to be acting in the best interests of the organization, so to engender that trust of your members or shareholders, calling out those conflicts and having a clear record is absolutely important,” Mantravadi said.
How Minutes Builder and Task Management Can Help
About midway through the webinar, Chadha walked participants through a demonstration on how OnBoard’s Minutes Builder and Task Management tools can help boards streamline the process securely and efficiently.
OnBoard polled participants midway through the meeting, asking which tools they were currently using to take their board minutes. A majority responded by saying they used Microsoft Word documents or notepad and paper. In another poll, though, a vast majority said they wanted to learn more about the Minutes Builder and Task Management features.
Board management software helps prevent confusion on what is official meeting business and what isn’t.
“One of the benefits of using Minutes Builder is that it prevents rogue minutes and draft minutes floating around and invite opportunities for error by email,” Mantravadi said. “You have the security of speaking with one voice with only the final minutes available.”
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About The Author
- At OnBoard, we believe board meetings should be informed, effective, and uncomplicated. That’s why we give boards and leadership teams an elegant solution that simplifies governance. With customers in higher education, nonprofit, health care systems, government, and corporate enterprise business, OnBoard is the leading board management provider.
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