Good record keeping is critical for the protection of the board as a whole, its individual members, and the entire institution. And at the heart of good records are complete and accurate board minutes. Are your board minutes as accurate and complete as they should be?
As official business records, board minutes will be scrutinized in the event of any allegations, investigations, or questions about the conduct or decisions of the board. Minutes may be subpoenaed. Even if the board is doing everything right, if its actions are not recorded appropriately, trouble may come.
But accurate minutes are not just a protection against external investigations and law suits. They also serve as the cornerstone of institutional memory, preserving for the future both the reports of current activity and decisions that must be implemented. Good minutes ensure that decisions will not be lost during leadership transitions.
What are the key components of excellent board minutes?
Include the essentials. According to Ellis Carter of the Carter Law Group, certain pieces of information should be included in the minutes of all meetings of the board and its committees. It is wise to have a standard template so that no critical information is left out inadvertently.
Always be sure to include:
- Details. The date and time of the meeting — and the location, if not at the institution’s main campus or office.
- Type of meeting. Was this a regular or special meeting? For a special meeting, was notice given? Or, alternately, was a waiver of notice signed by each member of the board?
- Attendees. Be sure to record the names of board members in attendance, board members not in attendance, and any guests.
- Quorum. Was a quorum established? Late arrivals and early departures can affect whether a quorum is present throughout the meeting, so be sure to record if any members leave or re-enter.
- Actions. Note any official board actions — approvals, delegations of authority, and directives.
- Votes and abstentions. For roll-call votes, record each vote. For votes by acclamation, be sure to note whether anyone opposed or abstained.
Say enough, but not too much. Minutes are the board’s own official record of the meeting. To create the minutes that will be presented for approval at the next board meeting, notes taken during the meeting must be stripped of “he said, she said” details. Decisions should be reported in a neutral, objective manner. Board conversations, which might have been lengthy, pointed, and even heated behind closed doors, should be presented carefully.
In Non-Profit Legal Guide to Meeting Minutes, Hugh Webster recommends using phrases like “after a lengthy discussion” or “following much deliberation” to indicate that the board was diligent in giving careful consideration to important decisions. Generally minutes should preserve the anonymity of speakers, encouraging frank discussion during the meeting while maintaining a unified public voice. Supporting information to briefly explain any decisions may be included in the minutes, but is not required.
Be timely. Form 990, which many (but not all) theological schools complete for the Internal Revenue Service, asks: “Did the organization contemporaneously document the meetings held or written actions undertaken during the year by...the governing body?” and by “each committee with authority to act on behalf of the governing body?” (“Contemporaneous” generally describes minutes that are approved either at the next meeting or within 60 days following the documented meeting — whichever is later.) Routinely keeping up-to-date minutes is of course much better than pulling them together in a crisis. Minutes are not official until they have been approved by the board.
Be consistent. Good record keeping requires consistency, and several practices can help a board implement a system. First, create and use a template to make the taking and review of minutes easier. Many customizable templates are available online.
Second, if a staff member takes notes and creates the minutes, be sure that the board secretary works with the staff member to review and edit the draft before it goes to the full board for approval. The responsibility for the minutes lies with the board secretary, not with a staff member, no matter how good that staff member is at note taking.
By approving board minutes, the board itself takes responsibility for their accuracy, so each member should read the minutes carefully before voting to approve them. Once approved, the minutes should be stored in a consistent and secure location — preferably in paper copies signed by the secretary and also in digital versions that will be safe in case of fire, natural disaster, or computer failure — perhaps in secure cloud-based storage.
Need more information about minutes? This article was based on the following sources, all of which can serve as more detailed resources for boards:
Board Member Responsibilities Educational Resource Packet (Standards for Excellence Institute, 2015). More information online at www.standardsforexcellenceinstitute.org.
Taking Minutes of Nonprofit Board Meetings, by Ellis M. Carter (Ellis M. Carter Law Group).
Non-Profit Legal Guide to Meeting Minutes, by Hugh K. Webster (Organization Management, Inc., 2006).
Signe C. Bell is director of nonprofit and community programs at the Center for Community Research and Service at the University of Delaware. She is a Resource Consultant for the In Trust Center for Theological Schools.