Tips for Taking Minutes for a Board Meeting

This article explores the various aspects of creating and documenting the proceedings of a board meeting, also known as Board Meeting Minutes.

Business meetings are the cornerstone of every company. While some are convened with at least a month’s prior notice, others could be over a simple cup of coffee in a breakaway office cabin. Nonetheless, decisions made during every meeting propels forward an agenda. While all company meetings are documented one way or the other, some more official. One such example of an official document are the board meeting minutes. Over the years board meetings, being a critical aspect of company operations, have evolved as a nuanced technique.

Board Meeting Minutes

Board meetings are the blueprint of a company’s decision-making process. The board of directors who participate in these meetings are entrusted with the responsibility of steering the organization in the right way. They make decisions regarding the overall operations of the company, and are not convened every day. They are preplanned allowing sufficient time for all directors to prepare for the discussion.

Board meetings are a time to discuss important proposals such as the election of directors, appointment of auditors, declaration of dividends, alteration of authorized capital, and so on. Furthermore, there are matters which demand special convention such as for alteration of Articles of Association, alteration of object clause of the memorandum, changing the registered office address, and others. These matters may not be significant at present, but will need to be referred to in the future. Thus a well-written record of all proceedings of a board meeting or board meeting minutes is thus inevitable. Let us see how this is done.

What are Meeting Minutes?

Meeting minutes or Minutes of Meeting (MOM) is a written document with details of everything that has happened in a meeting. It is created to capture the essence of a meeting and reflects the true intentions of the board. This does not mean that the entire proceedings have to be captured verbatim. Board meeting minutes essentially document the decisions made in a board meeting, the next steps or actions to be followed based on these decisions, and identifying responsibilities and tracking the committed actions.

The board secretary is entrusted with the responsibility of creating and documenting board meeting minutes. We will talk about each of these aspects in detail in the upcoming sections of this article. It will become evident that the board secretary’s duty is a lot more demanding than you think.

It is the board secretary’s responsibility to ensure that a typical board meeting minutes include the following details:

  • Date and time of the board meeting
  • Names of participants and those who could not attend
  • Whether quorum is present
  • Acceptance/corrections/revisions to previous minutes of meeting
  • Decisions made about each agenda, that is:
    • What actions have been agreed upon
    • Details of implementing next steps
    • Outcomes of voting
    • Motions accepted or rejected
    • Items to be held over
    • New business prospects
  • Date and time of the next board meeting
  • Time of meeting adjournment

But what is the necessity of this methodical approach? Why should the board meeting minutes be given so much importance? Would it not suffice to simply record the entire conversation and archive it? The next section describes why!

What is the purpose of Meeting Minutes?

Since the board of directors are influential enough to determine the course of a business, its liabilities are high as well. The board meeting minutes are an official and legal record of all the decisions made by the board of directors. In case of conflicts, this document qualifies as legal evidence in the court of law, and acts as an important reference point because:

  • The outcome of board meetings has the power to impact other projects and collaborations in the business, both inside and outside the organization
  • It is a reminder to corporate officers about the tasks assigned to them and ensures their commitment to timelines.
  • It helps track progress and details implementation plans
  • It is a transparent record of motions, votes, and choices made by directors regarding crucial proposals.
  • It records a director’s abstention from a board meeting

Board meeting minutes has bureaucratic, financial, and legal implications over several years. This document is the ultimate reference point of truth for any board related activity. In the event of a lawsuit or IRS audit, minutes can be subpoenaed and the board members will be answerable regarding their voting choices over critical decisions discussed during the board meetings. Hence the board meeting minutes, though a simple record of conversations, is not a literary work and has to be approached with the same intent as towards any legal document.

Overview of Board Meeting Minutes

As mentioned earlier, creating board meeting minutes is the responsibility of the board secretary. But this has to be done in consultation with the board chairperson. The board chairperson is one of the members entrusted with the responsibility of smooth conduct of the board meeting. These two resources work together to pre-plan an agenda and make sure that the meeting is convened and conducted as planned.

The Board meeting minutes process is usually governed by Robert’s Rules of Order. All board members must be aware of this. Robert’s Rules of Order is used in the US as a manual of procedure across diverse organizations. It governs board meetings of organizations that have adopted it as their authority in board meetings. The roles of the board secretary and board chairperson are also governed by Robert’s Rules of Order. Based on these rules, let us understand some basic guidelines of these roles.

Information Board Secretary records

Board meetings are lengthy dialogues between multiple participants, but it is not advisable to turn board meeting meetings into a transcript. Here are the important points which a board secretary must note:

  • Note the date, time and location of the meeting
  • Specify if it was a regular or special meeting
  • Note whether a quorum exists
  • Note the list of directors, staff, guests and any other attendees
  • Include a statement if minutes of the previous meeting were read and approved
  • Make accurate note of actions taken by each Board member

Information Board Secretary does not record

The Board Secretary has to focus on a lot of things simultaneously during the meeting. It is not just about assimilating information. The real work lies in making that information comprehensible and legally viable. Let us look at some points the board secretary has to be careful about while creating the Board meeting minutes:

  • Do not record verbatim
  • No need to specify the percentage of quorum participation. A simple statement of whether a quorum exists or not will suffice
  • In case of arguments, document only the crux of it without naming members
  • It is a legal risk to include too much information. It can be used out of context in lawsuits
  • Incessant documentation will restrict the free flow of ideas during board discussions. Absorb only the essence.

Tips for Board Chairperson

The board chair anchors a board meeting. The board secretary has to work in consultation with this person to plan, execute, and create board meeting minutes. Here are some guidelines the board chair needs to keep in mind while conducting a meeting:

  • Stick to the agenda and if the group goes off-track, gently guide them back towards the agenda
  • Do not control the group, the flow of ideas and discussions must be organic
  • Ensure that every member has spoken once before allowing a second turn
  • Keep track of who is volunteering to speak. Every speaker deserves undivided attention
  • Keep an emotional pulse on the discussion
  • Embody courtesy and respect and insist others to do the same
  • Consensus must be the final authority in the group

Now that we have a fair idea about board meetings, let us find out how to create the board meeting minutes. Though we know what information goes into the making of these minutes, it is important to learn the steps involved in creating these. Let us begin.

Steps to create Board Meeting Minutes

Board meetings are fast-paced. If not prepared well in advance, it is inevitable to lose track of the discussions. There are four important stages in creating meeting minutes, as:

1. Preparation for the Board meeting

The meeting has to be planned well in advance. The meeting has to be convened with prior intimation so that participants can make necessary arrangements. If any documents have to be referred to during the meeting, send them to all participants before the meeting for a thorough study. The board secretary must clarify with the board chair about the expectations from their roles, flow of the meeting, and how to form the board meeting minutes.

2. Taking a record of the Board meeting

While documenting a board meeting, two things have to be kept in mind. One is what to record and the other is how to present this data. Ideally, it is better to write one short statement for each action taken by the board and include a brief explanation describing the rationale supporting that action. In the case of arguments, do not name any member, but note the flow of arguments keeping aside inflammatory remarks and personal observations. Mention names of members, only while noting motions and seconds. It is better to avoid adjectives and adverbs so the language used should be simple, clear, and complete.

Here are some tips for taking notes for board meeting minutes:

  • Use a template. This way, one needs to simply take notes under each topic, instead of creating a new structure while the meeting has begun.
  • Keep participants’ lists handy. Check off the names as they arrive
  • Introductions first. Otherwise, circulate the attendance list for everyone to see
  • Make short notes of motions, actions, and decisions as they occur.
  • These can be elaborated later
  • Do not hesitate to ask for clarifications
  • Maintain the same tense while writing

3. Writing the official record of Board Meeting Minutes

Create the Board meeting minutes as soon as the meeting has concluded, while everything is fresh. Review the notes, create an outline, add extra points from what you recollect from the discussions. Ensure all points are noted as per the agenda. Edit the composition to make sure all statements make proper sense. Ensure objectivity, clarity, and ease of reading. If other documents have been referred to during the meeting, include only links to those as references in the appendix.

4. Signing, filing, and sharing minutes

The final draft of the board meeting minutes has to be reviewed, revised, and approved by the board chair. A meeting is not considered complete unless this process has finished. This approved final draft is then presented at the start of the next meeting to be vetted by all the other board members.

The next stage is sharing these minutes. If shared as a physical document, imagine the pile of papers every board member has to maintain! To avoid this, it is better to opt for paperless sharing using applications like Google docs, One note, Lucid meetings, Evernote, to name a few. Eqvista also offers document sharing on our platform to ease board meetings among directors. Only those authorized to access a particular document will be able to access it. Create an account today!

The final stage is storage. Board meeting minutes are confidential. In case the Board has granted permission to electronic recording of meetings, the file size of media to be stored will become enormous over time. The easiest option is online, however, it is better to have backups in hard drives followed by the old fashioned hard copy filings.

Mistakes to avoid in creating Board Meeting Minutes

Since board meeting minutes can incur legal liabilities, errors in creating them can be catastrophic to the company and board members. In this section, we will look into some areas which require care while creating meeting minutes.

Limited knowledge about legal standards and company requirements

The board secretary has to be aware of all the rules that govern a board meeting and creating board meeting minutes. They must raise a red flag if any of these rules are not adhered to. Meeting minutes are usually required to be stored in the company files for at least 7 years, hence the information recorded and stored must be relevant in the long run.

The attendance of board members and their actions regarding legal discussions must be carefully documented. In case of lengthy arguments, acceptance and dissent surrounding a proposal have to be well recorded to deter personal liabilities in case of a lawsuit. Before taking the risk of electronically recording the proceedings, it is advisable to consult or even invite a corporate attorney to join the meeting. They will be in a better position to advise what information needs to be recorded in such board meetings.

Failure to plan in advance

Usually, a tentative date for the next board meeting is decided at the end of each meeting. However, a confirmation of this has to be initiated well in advance along with a carefully prepared meeting agenda. This agenda acts as a guide for members to come prepared and helps the board chair navigating discussions during the meeting.

Avoiding basic information

It is quite possible that in an attempt to track and document all the heavy discussions, the basic information governed by Robert’s Rules of Order are missed out. Information such as date and time of the meeting, accurate record of member attendance and abstention, type of meeting, start and end time of the meeting, may appear trivial or something that can be included later as a note. But it is these types of information that set the context of a meeting. Without these, a board meeting minutes could be a summary of a meeting that might have happened any day, anywhere with random strangers!

Obsessing over specificity

To ensure a detailed record of the meeting, it is natural to attempt point-by-point notes, but it is extremely tedious to record and read such an account. The focus must be on the results of discussions and not so much on the back and forth. In case of crucial arguments, recording should be such that it indicated the crux of what is being discussed instead of the entire debate. The board secretary has to be neutral in creating board meeting minutes and personal observations and remarks must be avoided.

Being vague

While specificity is a problem, on the other extreme is being vague. The language and style of documenting board meeting minutes should be such that a third party reading this should get a clear picture of what was discussed and how were the decisions made by board members. The minutes must be composed in the spirit of critical thinking and not juicy gossip. In the case of non-unanimous votes, always list dissent, abstention, and conflict of interests. Accurate record protects the board members from legal liabilities surrounding actions they are not responsible for.

Introducing inaccuracies

Several things are discussed at once in a board meeting. While some decisions are clear followed by action items, some other decisions and actions may be implied in that particular context. Meanings of statements can also vary based on cultural background and accents. It is normal for the board secretary to skip or misinterpret these minute details while taking notes for board meetings. Hence audiovisual recording might be a good option to ensure accuracy, but this has to be done with prior authorization. Transcribing from an AV recording is an easier and reliable way of minimizing the error of introducing inaccuracies in any form.

Delayed sharing of Board minutes

Board meeting minutes, once approved by the board chair, has to be presented to the board at the next meeting. Only after it gets approval from all members it becomes an official legal document. Thus sharing of minutes cannot be delayed. It is advisable to create an online repository of all meeting minutes with restricted authorizations. This makes access, edits, and approval easier. Sign up to issue board resolutions and store your company documents on Eqvista.

Sample Board meeting minutes

Now that we have learned the do’s and don’ts of creating board meeting minutes, let us take a look at a sample template. It is safe to use templates to standardize this process. The board secretary can easily refer to the templates already in use for company board meetings and follow the same as a standard. This uniformity contributes to stability. Here is a sample of Board meeting minutes. This can be used as a basic template.

How Eqvista help you?

It must be clear by now how crucial board meeting minutes are for your organization. Errors in this documentation process can invite legal liabilities and its always advisable to minimize human error as much as possible.

Eqvista’s user-friendly interface enables automation in creating meeting minutes. Once created, they can be easily shared online with the respective stakeholders. The entire process is transparent and saves time and energy circulating piles of documents. Confidentiality is maintained at every stage. To know more contact us today!

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