Minutes should be taken using a standard format, using numbered sections and paragraphs coinciding with those of the meeting agenda. It may be helpful to prepare ahead of time a “minutes skeleton” from the agenda. This “skeleton” contains the actual outline of your finished minutes leaving space for the secretary to fill in the information that will be presented at the meeting. The agenda should be divided into two sections, one for information (discussion) items and one for action items. You may also wish to add a third section for consent items, if you use a consent agenda to accept written reports. Items on the consent section of the agenda should be informational and self-explanatory when read. They should not require any discussion or action, if they do, the items must be moved to the appropriate area (discussion or action) of the agenda. Consent agendas allow written reports to be reviewed before the meeting and accepted by consent at the beginning of the meeting so that meeting time does not need to be spent reviewing written reports.
Meeting minutes serve to record what was done (the actions) at a meeting, not what was said at the meeting. Minutes serve as the legal record of what was decided, what was done, at a meeting, not what was said. During a lawsuit they will be among the first documents that all parties will request and will be given more weight than what any particular individual recalls happening at a meeting.
Robert’s Rules recommends that minutes contain the following items:
Some boards may opt to go beyond the basics and include additional items. For example, a summary of a discussion can give a more complete picture of the meeting. This can be helpful to members who could not attend the meeting and to those looking back at the historical record of the organization. Summaries, if included in the minutes, should be balanced and include major opposing viewpoints, even if they are not adopted.
Robert’s Rules recommends that the following should not be included in minutes:
Remember that it is not necessary, nor is it wise, to include who said what about a particular matter. Such comments are generally not informative later as they rarely reflect the consensus view and are more often likely to reflect the minority view. It is only necessary to reflect the result of the vote on each motion, which is then the true reflection of the majority view.
Approving the Minutes
The minutes are official only after they have been approved, which generally happens at the next meeting. If the minutes need to be referenced between meetings, a draft unapproved version may be sent out, but should be clearly labeled “draft” or “unapproved”.
Members may agree to skip reading the minutes aloud if members have had enough advance time to read them. Send a draft of the minutes to members before the meeting. This is a good way to save time, while also helping members prepare for the meeting.
After the minutes have been corrected and approved, they should be signed by the secretary. The word “approved” and the date of approval should be added.
The official copy of the minutes should be placed on file in a minutes binder at the headquarters office. The official copy should have attached to it the original signed copies of the following:
When copies of the minutes are distributed, it isn’t necessary to include the attachments. The minutes should reference the attachments and indicate that they are on file. Copies of attachments may be requested if anyone wishes to reference them.
Occasionally a meeting calls for confidentiality, such as when sensitive personnel matters are being handled. In that case, the board may vote to go into executive session, restricting participation to members and invited guests only. The minutes of an executive session are read and approved only by those members attending the executive session. If they wish, the participants may opt to make the minutes available to all members, but the discussion must remain confidential. Executive session minutes are kept separate from regular minutes.
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