Imagine that you are the new secretary who has succeeded a secretary who had the reputation of including every possible comment made in a meeting. The minutes read like a detailed history of the organization. You know you can't possibly live up to the example he set, but then you really wonder if you should even want to. You know that at every meeting the minutes were reviewed endlessly to edit the countless perceptions that were expressed during the previous meeting. People found it difficult to remember the details. You thought that important time was being wasted rehashing unimportant details from the last meeting. But still, you have to decide whether to try to follow the precedent set for you or to strike out in a new direction.
The minutes of boards tell a lot about the culture of the board that produces them. Some boards have long, detailed minutes. Other boards have minutes so sparse that you wonder if anything happened at the last meeting.
Some boards have minutes so accurate that their approval at the next meeting takes only a few minutes. Other boards produce minutes that don't read anything like what happened at the meeting that produced them.
There is a wide range of practice in writing minutes. Is there a "best way" to record the minutes?
Here are a few principles that we recommend that you follow to meet the needs for documentation of decisions and of the discussion that produced them.
- Record only the factual information that was available to the board during the discussion that produced the action. Avoid recording perceptions, conjecture, opinions and any other non-factual information that was shared during the discussion.
- Record the action in the actual words that were agreed by the mover and seconder. Avoid paraphrasing the motion and approving it, only to realize at the next meeting that it says something different from what the mover and seconder actually said. It is vital that the minutes record the actual words of the motion that was read from the minutes just before the vote was taken.
- Record the names of all board members, indicate who was present and who was absent. Record the names of staff and guests. Avoid repeating those names in the recording of discussion, moving and seconding resolutions. Indicate names only when requested or when the name is material to the subject being recorded.
- Attach to the official copy of the minutes the copies of information that were tabled to support the discussion. Avoid making vague references to documentation or no reference at all. Identify the documentation clearly (date, author, source, etc.) in the minutes in addition to attaching a copy to the minutes.
- Draft a carefully designed policy to guide successive board secretaries and recording secretaries in the taking of minutes. Avoid changing styles of minutes with each succeeding secretary.
The most important reality to remember is that the board's minutes are the only official record of what the board has decided. Any action that has not been recorded in the official minutes is not a legal action of the board. The board speaks with one "voice". The minutes are the only record of that voice.
Les Stahlke, President
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