How To Write Board Meeting Minutes

Effective meeting minutes are a crucial part of board management. Not only do minutes give a historical record of board activities, but they also help you track progress against your strategic plan, increase accountability, and, if required, provide legal protection.

Despite all of the advantages, taking meeting minutes comes with its own set of difficulties. Many board secretaries and those in charge of taking minutes have difficulty deciding on what should be documented and how it should be done.

Fortunately, there is no ‘one-size-fits-all’ solution. Minutes are context-sensitive, and each committee and chair has their own preferences. Nonetheless, sticking to a routine when it comes to minuting is useful. It aids auditing, ensuring that decisions and actions are recorded properly and consistently, and provides guidance to new secretaries who are inexperienced with the process.

In this article, we will outline the structure and purpose of good minutes, as well as give guidance on the minute writing process from taking notes during the meeting to obtaining approval of the final minutes at the next meeting.

 

A Good Minutes Of The Meeting Will Are:

• Brief, but intelligible
• Self-contained
• Formal in style and tone
• Written in the past tense
• Impersonal
• Decisive (as the discussion allows)

The minutes should be an accurate account of the attendees’ relevant discussions and choices. Secretaries should avoid recording lengthy discussions among members and repeating content in the reports. instead, they should be selective, picking up only the most important threads. The last minute of the discussion should summarize the important issues and lead logically and clearly to any conclusions or outcomes.

The minutes of a meeting should be self-contained so that any reader, even those who were not there, may comprehend what was discussed and what was decided.

Minutes should be recorded in the past tense so that future generations may look back and see what decisions were made. Individual speakers’ names should not be recorded. The minutes should be impartial and provide a summary of the discussion, rather than a detailed account of each individual contribution. The usage of personal pronouns is discouraged. A member who expressly requests to be mentioned in the minutes may be an exception.

The Structure of Board Meeting Minutes:

• Heading
• Call to order
• Changes to the agenda
• Approval of minutes
• Reports
• Comments and announcements
• Adjournment

Minutes should be as clear and explicit as possible, particularly if decisions or actions are involved.

Board Meeting Agenda

The board of directors rarely has enough time to complete all of the tasks at hand. A well-defined and focused board meeting agenda aids the board in achieving maximum efficiency, accuracy and productivity. The agenda from the previous meeting serves as a template for the upcoming meeting. 

The secretary should prepare the agenda ahead of time by going through previous agendas and minutes and asking board members for items or concerns that should be covered. This serves as a reminder to board members to prepare any reports or other materials that must be presented before the board.

The secretary shall give the agenda to all members with enough time for them to review it and request additions, deletions, or amendments. The final agenda assists the board chair in keeping the meeting on track and on schedule. The board meeting agenda may be amended by the board members at the beginning of the meeting.

For the board chair, the agenda acts as a road plan. It allows him to shift from one topic to the next while still covering all business items and allowing all board members to participate.

Remember that board meetings are going to be done for the most part with the representation from those that invested in your company previously.

In this regard, keep in mind that in fundraising, storytelling is everything. In this regard for a winning pitch deck to help you here, take a look at the template created by Silicon Valley legend, Peter Thiel (see it here) that I recently covered. Thiel was the first angel investor in Facebook with a $500K check that turned into more than $1 billion in cash.

Remember to unlock the pitch deck template that is being used by founders around the world to raise millions below.

Taking Notes During a Meeting

Good committee secretaries are used to taking notes while simultaneously actively engaging in meetings. Listening and interacting intently with what is being said is the most crucial skill in taking notes, as is mentally sorting the important information from the unimportant, and thinking ahead about the framework and themes which also are recorded in the minutes.

Secretaries should avoid taking lots of notes during meetings because they will rapidly lose sight of the important topics. A great deal of what is said might be redundant or repetitive. Secretaries should try to write down the key, substantial issues, as well as any decisions made.

This is much easier if they are well prepared and understand the problems being presented. If in doubt, secretaries should sway on the side of caution and write a note, and decide whether or not to add it later. Not all of the content in the notes will be recorded in the final minutes.

A skilled secretary will feel comfortable asking for clarification during a meeting, for example, if they are unsure about a topic, jargon, or acronym. Similarly, if the secretary is confused about a choice, she should always request clarification during the meeting.

After the meeting

It’s a good idea to meet with the chair as soon as possible after the meeting to go over the notes, receive clarity on an issue that was addressed, or check what material should be included or excluded from the final minutes. Other members may need to be contacted to discuss any problems mentioned during the meeting.

Retention of notes

The notes should be destroyed after they have been approved. This is because they might be subject to the Freedom of Information Act’s “discoverability” clause. The approved minutes are the only legal record of the meeting and should be used for regulatory, auditing, legal, and other purposes.

You may be interested in the video below where I cover how to put together a board of directors.

Writing The Minutes

Minute writing is a skill that is often misunderstood and undervalued, and people new to the task are often surprised at how long the process can take.

The length of time required to draft minutes varies greatly based on the nature of the company and the level of expertise of the secretary. When dealing with complex issues involving a substantial debate, a good rule of thumb is that a moderately skilled secretary will take roughly twice as long to write the minutes as the discussion lasted. It might take a lot longer for new secretaries. The minutes of the meeting should be written at a place where there are no interruptions or distractions.

When To Write The Minutes

Secretaries should attempt to finish the initial draft of the minutes within 2-3 working days, depending on the duration of the meeting and its complexity. The longer they are left, the worse the recall will be, and therefore the minutes. 

Secretaries should be aware that having the responsibility of writing the minutes hanging over them for an extended period of time will probably have a negative impact on their other tasks.

Structure Of Minutes

Each minute is usually structured as follows:

• Introduction
• Summary
• Record of decisions made
• Actions required
• Conclusion

When dealing with a particularly complex topic, secretaries should use the aforementioned structure to provide a logical foundation for the minute. The conclusion should be the focal point, and key discussion points should be organized in the order in which they lead up to it.

Often, a meeting’s discussion is disorganized, with pros and cons for a proposal scattered throughout the notes. Different speakers may well have made the same point, with minor differences in each instance.

Secretaries may clean up and reorder the arguments made as long as they accurately represent the primary arguments and ensure it flows logically to the committee’s conclusion. It is not required to record each and every point made.

This may include combining points made by different speakers, and it may also entail bringing together points expressed at various moments during the meeting. Secretaries should keep in mind that the minutes are just a summary of the meeting. They are not required to give a minute-by-minute account of what was said at each stage. Secretaries are also free to use their own language if they better express the substance of a point made in slightly different wording.

Each minute must end with the committee’s final opinion or conclusion on the item of business, which must be expressed in one of the following formats:

• Approved
• Endorsed
• Noted

To make the decisions of a committee more visible to readers, secretaries should highlight them in bold. ‘The Committee approved the policy,’ for example, should be included in the conclusion of the minute.

Multiple decisions should be presented in separate paragraphs, with the final decision at the conclusion of each one.

Writing The First Draft

Secretaries should aim to select the most important information from the notes and then move on to complete the first draft. It’s usually simpler to edit/review a finished document than it is to come up with a flawless set of minutes the first time around.

It’s a good idea to print the initial draft in hard copy with double line spacing. Errors are more likely to be discovered when the draft minutes are reviewed in a different format rather than on a screen. As a result, secretaries may be able to think more imaginatively about how to document difficult discussions.

Many secretaries feel that asking a colleague to review their minutes is helpful. A second set of eyes is more likely to spot errors, especially spelling issues.

Checking Of The Minutes

The first draft of the minutes must include the word “draft” at the top of each page and be finished within three to five working days. Secretaries should then submit their draft minutes to the chair.

Secretaries will be able to thoroughly review any concerns at a meeting with the chair if the topic is extremely complicated. Only minimal revisions to the minutes should be made for routine meetings. However, expecting minutes to be perfect the first time round is unrealistic, especially when dealing with extremely sensitive or complex issues over a lengthy discussion.

Opinions may often differ on how some issues should be expressed. This may be a simple question of emphasis or nuance, but getting this right is critical, especially if the minutes will be shared with a third party.

Editing by committee members (who are ultimately accountable for the accuracy) should not be seen as an indication of the committee secretary’s failure, but rather as evidence that responsibilities are understood and taken seriously.

Circulation Of The Minutes

The minutes must be labeled ‘unconfirmed’ at the top of every page after they have been approved by the chair and any necessary revisions have been made. Members should receive the unconfirmed minutes via email no later than ten working days following the meeting. Minutes should be summarized as reports and forwarded to the parent committee’s next meeting.

Formal Approval Of The Minutes

The minutes of a meeting are not formally approved until the next meeting of that committee. The chair should get a master copy of the minutes without the ‘unconfirmed’ label in the header. The chair must sign off on the minutes once they have been approved.

Confidentiality

Secretaries should be aware of the importance of preserving the confidentiality of minutes, especially when discussing a named person, and should only distribute them to those who need to know.

If a meeting contains both confidential and non-confidential information, the minutes must be split so that the portion containing sensitive information cannot be accessed by a larger audience, especially if student representatives are present. Secretaries should also be aware of the GDPR (General Data Protection Regulation)

Conclusion

Board meeting minutes are more than just a summary of your board’s discussions and actions. They will act as a point of reference for future discussions. This is a serious and important role that can substantially impact the business in the future. 

You may find interesting as well our free library of business templates. There you will find every single template you will need when building and scaling your business completely for free. See it here.