The minutes of a meeting are an account of the decisions and dialogue that occurred among a meeting’s attendees. Board meeting minutes serve an additional purpose beyond being a written record of the proceedings—it is an official and legal document. Minutes can help participants detail future plans or serve as a reference for future decisions. Besides these, meeting minutes show motions, votes, and abstentions, as well as the attendance. Read on for our complete guide on how to take board meeting minutes.
Who Takes Board Meeting Minutes?
Typically, a secretary or assistant to one of the board members takes down the minutes during the meeting. Then, they will format it according to the company’s conventions and send the document to all attendees. At the next meeting, the attendees will go over the minutes and either approve them or ask the minutes taker to correct them before the approval.
Since recording minutes, sending these to participants, and noting corrections raised in the subsequent meeting are all time-consuming tasks, you can offload them to an executive assistant. An EA is experienced in supporting C-suite executives, so they should know how to record meeting minutes properly.
Why Take Board Meeting Minutes
As mentioned above, board minutes create an account of what happens during a meeting. They are a valuable tool for understanding decisions the board reached. In today's fast-paced world, C-suite executives need to strike a balance between getting the context of a situation and responding to it in the best way. Well-written meeting minutes prevent inefficiency and unproductivity, since they lay out the situation properly. This is important for many business leaders—as many as 65% of managers feel like meetings keep them from their core duties. With well-written meeting minutes, attendees would know their designated next steps and who is responsible for carrying these out.
Another reason to take board meeting minutes is because it is a legal record. Board meeting minutes may be subpoenaed in the event of a lawsuit, and what is written there will be taken as fact and incorporated into the case. If votes are incorrectly recorded, or if crucial information is not in the minutes, there may be legal consequences. Finally, minutes of board meetings are made available to sponsors, funders, and donors. External stakeholders may use meeting minutes to check how effective the company’s board is at steering the business to its goals.
How to Take Board Meeting Minutes: Skills Needed
People tasked to take minutes need to have several skills. A good note-taker should:
- Have Great Listening Skills – Taking effective minutes involves actively tuning into a conversation. A minute taker should know how to pick the most important parts of what people are saying and distill them into a document that can be read in 5-10 minutes. Keep in mind that the main audience for board meeting minutes are C-suite executives, and they don’t have all the time in the world.
- Be Assertive – At times, minute takers need to speak up. When people are exchanging ideas, they might speak quickly, or gloss over a comment that needs to be fleshed out. Minute takers should be comfortable with asking the attendees to repeat their comment or to elaborate on it. This is so they can produce accurate notes.
- Write Well – Meeting minutes should be readable to someone who did not attend the meeting. So, a minute taker must be good at written communication. They need to know how to make their statements clear yet concise, and use simple language.
- Have Technical Knowledge – Finally, having a good working knowledge of the company’s ins and outs is a must. Otherwise, the minute taker might struggle to keep up with discussions or fail to record important points raised.
What to Include in Meeting Minutes
Besides the actual proceedings during a meeting, here are crucial things to include in minutes:
- Date and time the meeting was called to order
- Names of participants and absentees
- If a quorum was present
- Amendments to previous meeting minutes
- Motions passed or rejected
- Votes and their outcomes
- Actions arising from previous meetings
- Items to be held over until the next meeting
- The date and time of the next meeting
- The time the meeting was adjourned
Each agenda item should have a corresponding bullet summarizing the action the board took and a brief explanation for their decision. For agenda items that spark discussions, write a summary of major points raised. Keep in mind that meeting minutes should be objective and should not contain personal observations or inflammatory statements.
What Not to Include in Meeting Minutes
Information on meeting minutes must be in basic and simple business language to avoid legal complications or situations that place the board and the organization at a disadvantage. When learning how to take board meeting minutes, it is equally crucial to know what things to avoid including. Here are things you shouldn't record in meeting minutes.
Details on Individuals’ Votes
The only people the minute taker should name in the document are those who make and second motions. Don’t include details on votes—when recording a vote, simply note the number of those in favor, those against, and those who abstained.
An exception to this rule would be votes regarding financial transactions involving board members. For things like setting the executive director’s pay, for instance, the board meeting minutes must show how individuals vote and the reason for their vote. It is because meeting minutes will show the rationale for these changes, crucial in the event of a legal challenge.
Devote more space in board minutes to decisions, instead of discussions. Disagreeing members may state that they want their disagreement on record. When this happens, simply state that a board member disagreed with the decision. No need to write their name or to explain it further. Take the same stance towards debates or discussions of controversies.
Boards of directors have a lot of reports and documents to go over during meetings. When the attendees review documents, mention that it occurred, but don’t include what the documents contain. Just note where readers can obtain this document, so you don’t have to include it in the minutes. Alternatively, you can attach the document as an appendix for readers’ reference.
Board meetings, like any gathering, will have moments when the attendees are talking about things other than the matter at hand. Exclude these from discussions. Examples of off-topic conversations are expressions of praise or displeasure, political discussions, legal discussions, and small talk.
If the organization’s lawyer was present and provided legal advice during the meeting, note that it occurred–leave out the substance of their discussion. For clearly off-the-record discussions and unrelated tangents, simply note that the board members talked about matters that were not on the agenda.
How To Take Board Meeting Minutes: Best Practices
- Prepare for Taking Minutes – If it is your first time taking minutes at a company, ask for previous minutes to get a feel for the structure and template the business uses. You should also ask the chair for a copy of the meeting agenda, so you can start to populate the template and save time during the meeting. It is also a good idea to source audio or video equipment to record the meeting for reference when writing up the minutes.
- Stick to The Facts – Only include things that directly relate to the agenda on hand. When the board votes on something, just record the results of the vote—no need to include comments, justifications, or how people voted. When in doubt, leave it out!
- Re-read The Minutes – When you have the raw material, don’t rush into editing it right away. Sometimes, re-reading it the next day with a fresh mind can be what you need to recall pertinent information and find the right words that keep the minutes objective.
Signing Off on Board Meeting Minutes
Once you’re happy with the meeting minutes, present the draft to the meeting chair or one of the directors. They will have to sign off on it to signify their approval. Once signed, distribute the minutes immediately to the other board members.
Giving the board members the meeting minutes, whether they attended or not, gives them time to digest its contents. The minutes can also serve as a reminder for the action points under their name. If there are errors in the minutes, they can also immediately inform the minute taker, instead of taking up time on the next meeting correcting the errors.
Errors on Minutes? What to Do
Truth is, it will take anyone a while to learn how to take board meeting minutes. Mistakes are to be expected, so knowing how to correct them after the fact is a must. If a board member highlights an omission or a mistake in the minutes, it needs to be corrected. The first thing to do is check the details of the proposed error. Is it really a mistake on the part of the minute taker, or has the complainant misunderstood the minutes?
If there is in fact a mistake, make the necessary corrections and redistribute the minutes with a note about its amendment. Correcting the minutes is best done before the next meeting to keep the meeting as efficient as possible.
Leave the Tedious Admin Tasks to Your Wing Assistant
Learning how to take board meeting minutes for your company won’t be difficult for a Wing Assistant. Our VAs are vetted and screened, and they receive extensive training and onboarding before getting matched with an executive. Book a call today to learn how else a Wing Assistant helps you do more of what matters!