You’ve been a victim of this. You go to a meeting, participate in an important discussion, and one or more of the following happens afterward: (1) no one sends a write-up of what was discussed; (2) meeting minutes are circulated – some 3 weeks later after the impetus for action has passed; and/or (3)meeting minutes are circulated but they are a transcript of the discussion, making it hard to discern what was decided and who is supposed to take action on what. The end result is confusion – and it’s one of the reasons why most people HATE meetings.
In this post, we’ll look at (1) the purposes minutes serve, (2) what to include in them and why, (3) some tips on writing and formatting them, and (4) considerations around approval of meeting minutes and their retention.
1. The purposes that meeting minutes serve
Minutes are written, accurate, chronological, and, for meetings of nonprofit boards, legal accounts of the proceedings that take place at meetings. From them, we should be able to discern what actions were planned or taken and what rationale was behind the approval of same.
One source notes that “people who don’t take meeting notes forget 60 percent of what was discussed in 14 days.” (8 Remarkable Benefits Delivered by Meeting Minutes). Good meeting minutes alleviate this result and serve the following purposes, each of which will be discussed in greater detail:
A. reference material
Minutes from past meetings can serve as a resource for future meetings when the same or similar issues arise. They can also help to prevent disagreements and misunderstandings about what occurred at a meeting when certain committee or board members were not able to be present or sufficient time has passed that those who did attend are not certain of the common rationale that informed the board’s or a committee’s decision. According to one source, “we spend 60 percent of our time listening to other people, but retain only a quarter of that they say.” (8 Remarkable Benefits). We need to compensate for this lack of memory with good minutes of our interactions and decisions in meetings.
B. ensuring follow through
As one commentator notes, “one of the biggest discouragers of action is a lack of clarity about what to do.” (8 Remarkable Benefits). People are more likely to act when next steps are attributed to them in writing and circulated to peers and other stakeholders, especially if they realize that the action item will be revisited at the next meeting of the group.
c. making participants feel heard
Meetings often include brainstorming by participants. Capturing freewheeling ideas in the minutes, regardless of whether those ideas are actually adopted, can go a long way toward engaging participants by making them feel heard.
D. LEGAL REVIEW
As will be seen in the sections that follow, the minutes of nonprofit boards are typically consulted in lawsuits or IRS audits to determine whether the board exercised its fiduciary duty responsibly and/or whether the board’s actions, or its failure to act, constitute gross negligence sufficient to set aside the normal statutory protections against personal liability that typically inure to the members of nonprofit boards under various state laws. Assuming individual board members are not at fault, well-written minutes can provide evidence that will help the board’s attorney ensure that they are removed as defendants in pre-trial motions.
E. BOARD MEMBER ORIENTATION
Having new board members review the minutes of past meetings should be a part of any orientation procedure, as the exercise will help them get up to speed on current issues and the workings of the board and its committees.
2. WHAT TO INCLUDE IN MEETING MINUTES
The minutes of any meeting often have to serve many masters, as noted above. Below, are guidelines for what they should minimally include. Since the meeting minutes of nonprofit boards and their committees are often reviewed in the course of legal proceedings and audits, we will, in this section, attempt to distinguish requirements based on whether they apply to boards or generally to all types of meeting minutes.
a. WHAT TO INCLUDE IN ALL TYPES OF MEETING MINUTES
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- Name of the organization and/or committee
- Date and location of the meeting: Is the meeting being held virtually (as most State laws allow) or is it an in-person meeting?
- Attendance: Who was there, who sent regrets or was excused, who is absent and who attended as a guest. One reason for being fastidious in recording who attended is that it has a bearing on the IRS’s evaluation of the quality of board governance. As one authority notes:
an examination of governance will include a review of: … how often the voting board members met during the primary year under the examination and how often the full board met …. Thus, failing to document simple information such as names and titles of attendees and the date of the meeting can negatively affect a larger concern of whether directors are meeting their fiduciary duties in actually attending meetings and with enough frequency for proper oversight. (Board Meeting Minutes Part II)
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- Corrections and amendments to previous meeting minutes
- Additions or amendments to the agenda
- The substance of the meeting: (1) What was decided, (2) Rationale for decisions, (3) Actions, responsible persons and deadlines for implementing decisions. One authority recommends an “Actions summary” at the end of the minutes (E. Harrin, 10 Tips for Good Meeting Minutes)
- Materials discussed or considered in connection with an item on the agenda. Copies of materials distributed, included as part of the item on the agenda, or reviewed (e.g., via a presentation or on a flip chart) should be referenced and included as part of the minutes or an indication of where the materials are available should be made. Copies of flip-chart material and key slides from presentations can be photographed and either included in or linked to the minutes.
- Next meeting date, time and location
B. WHAT TO INCLUDE IN THE MEETING MINUTES OF BOARDS & THEIR COMMITTEES
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- Times: The time a meeting begins and ends
- Meeting Type: Whether the meeting is a special or regular meeting
- Whether a quorum is present, a matter typically defined in the organization’s bylaws
- When people arrive and leave – so as to have a record of who may have missed important information even though they attended the meeting
- The names of those who make motions, second motions, or who will be responsible for acting on decisions made
- Voting: The outcome of the vote, including the names of abstainers and dissenters
- Brief summaries of discussions and each word of motions: Sample motion: “Motion to approve the proposed insurance contract with ABC Corp dated January 21, 2019, made by John Smith, seconded by Mary Black. Vote Taken: 8 In Favor, 1 Opposed, Motion Passes.”
- Alternatives considered for important decisions to show diligence and reasonable care (Board Meeting Minutes – Part I)
- Intended resolutions and goals: One source notes that one of the added benefits of keeping Minutes regularly is they they can often be introduced into court under the business records’ exception under the rules of evidence. This can be used to demonstrate that your organization had plans to eliminate a potential problem or to stay in compliance with laws. "Otherwise your testimony of the resolutions and goals might wind up being excluded due to hearsay rules.” (What are Meeting Minutes?)
- For Board Executive Sessions, topics discussed, rather than details incident to, confidential matters. If a board meets in Executive Session to discuss, for example, the compensation of the Executive Director or a sensitive personnel matter, the minutes should indicated that the board met in Executive Session, and report on the topic of discussion, leaving the specifics of the discussion to a separate, confidential record-keeping system. (Board Meeting Minutes – Part I)
3. HOW: SOME TIPS FOR TAKING GOOD MEETING MINUTES
You’ve no doubt been the victim of the shotgun approach to minutes. The document, even if it contains the items discussed above, looks and reads like a transcript and can leave one dazed in trying to “separate the wheat from chaff.”
Here are some tips for writing meeting minutes that will alleviate confusion and leave your colleagues satisfied that attending the meeting was really worthwhile:
a. WRITE AND RECORD
Most state laws require that minutes be kept in writing or in a form that can be quickly converted to clearly legible tangible form. (See, e.g., Md. Code Ann. Corps. & Ass'ns Section 2-111 (2018)). This doesn’t mean that using a recording as a tool for preparing minutes is out of the question. But if such a tool is used, one source suggests that “the board should have a written policy of how to deal with [the tapes] after the minutes are written to protect board members from legal liability.” (Board Source).
b. prepare and approve meeting minutes contemporaneously
Write up the minutes, and get them approved, while the meeting is still fresh in everyone’s mind. Apart from sheer practicality, contemporaneous preparation and approval is something that is reviewed on the IRS 990. The 990 asks whether there is contemporaneous documentation of the board and board committee minutes or written actions. The 990 instructions define contemporaneous as “by the later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting) or (2) 60 days after the date of the meeting or written action.” One commentator notes that:
Although there is no outlined penalty for a failure to take contemporaneous minutes, the question's presence on Form 990 indicates that meeting minutes documentation is an area of concern for the IRS. Failure to adopt practices for better meeting minutes documentation may be a factor that weighs against the organization in the eyes of the IRS or courts. Additionally, a shallow explanation for poor practices may raise concern with funders, donors, and the public who have access to an organization’s Form 990. (Board Meeting Minutes – Part I).
In addition, should your organization be audited, the IRS will review “how often the board of the organization contemporaneously documents its meetings and retains the documentation.” (Board Meeting Minutes – Part II).
c. be precise, objective & unpretentious in recording the substance of the meeting
When it comes to recording the discussions, lively debates, and decisions that are “the meat” of a good meeting, follow these guidelines:
(1) less is more:
When there is a debate or discussion to be recorded, only the major points for and against the issue at hand should be included. It is important for members to have meaningful discussions without being concerned about individual liability; therefore, names or direct quotations should not be recorded in relation to the debate. (Board Source)
(2) be precise in what you write:
General Statements and summaries such as “discussed financial matters for the business” are significantly less useful than statements such as “discussed interest rates for newest land purchase, recommended strategies for accommodating increased land costs,” and so on. You can list these in bullet points to make it easier to read. (What are Meeting Minutes?)
(3) Be objective:
Record discussions objectively, avoiding inflammatory remarks and personal observations. A good way to do this is by avoiding adjectives and adverbs whenever possible. Check your language to be sure that it is clear, unambiguous, and complete. (Barlow, J.)
(4) use simple organization & language:
“Simple organization of the facts and use of unpretentious language are the best attributes you can give your minutes.” (Jennings, C. A.)
(5) ask for a summary:
When possible, ask the meeting leader to give a brief summary at the conclusion of each item on the agenda to clarify the issues. (Lorman Education Services)
d. adopt consistent, user-friendly formatting
It is a good idea to maintain consistency in organization and that the format be user- and reader-friendly. Several sources suggest using a template or even looking into software that can be used to organize and construct the minutes. My own thoughts are that the software option is probably overkill for a small nonprofit. You can easily create a template in Word or Google docs. It should include: (1) the organization’s name, (2) meeting date,(3) location, (4) time, (5) purpose, (6) attendees’ names and titles and (7) any other pertinent information that is typically known in advance of the meeting.
4. after the meeting minutes are written: next steps
A. approval
Typically board minutes are part of the consent agenda. (For a discussion of the proper organization of a meeting agenda, including the consent agenda, see this post). If corrections are necessary, a member will ask that the minutes be moved to the action agenda, where corrections can be proposed and voted on. Many sources advocate that the secretary should sign the minutes to establish evidence of the original document’s authenticity, a step that may be required by state law.
b. retention
For many of the reasons discussed herein, it is important for the minutes to be well-organized and easy to locate. For board minutes, in particular, there are compelling legal reasons to be concerned about their retention well into the future. One source notes that “The IRS has indicated in its compliance guides that the board minutes of 501(c)(3) public charities … and other tax-exempt organizations should be kept permanently by the organization.” (Board Meeting Minutes – Part I). Minutes are among the first things typically requested in an IRS Audit. (Board Meeting Minutes – Part II). In addition, in some states, board members and the members of membership organizations may have the right to inspect an organization’s minutes. All of these are fantastic reasons for keeping an organization’s minutes in a readily accessible form and location.
Finally -
If you found this to be helpful and someone else whom you think might benefit from it, will you forward it along?
RESOURCES
Barlow, J. How to Take Minutes at a Board Meeting. (1/8/2016) (Available at: https://www.boardeffect.com/blog/how-to-take-minutes-at-a-board-meeting/)
Bendoff, D. A Guide to Board Meeting Minutes: What to Include & What to Exclude. (6/18/2018)(Available at: https://www.ksnlaw.com/blog/meetingminutes/)
Board Source.Board Meeting Minutes. (Available at: https://boardsource.org/resources/board-meeting-minutes/)
Chan, E. Board Meeting Minutes – Part I. (2/8/2011) (Available at: http://www.nonprofitlawblog.com/board-meeting-minutes/)
Chan, E. Board Meeting Minutes – Part II. (2/25/2011) (Available at: http://www.nonprofitlawblog.com/board-meeting-minutes-part-ii)
Harrin, E. 10 Tips for Good Meeting Minutes. (1/27/2019). (Available at: (https://www.girlsguidetopm.com/10-tips-for-good-minutes/)
Jennings, C.A. Meeting Minutes According to Robert’s Rules. (Available at: https://www.dummies.com/careers/business-skills/meeting-minutes-according-to-roberts-rules/)
Lorman Education Services. How to Take Accurate Meeting Minute.s (4/17/2018)(Available at: https://www.lorman.com/resources/how-to-take-accurate-meeting-minutes-14835)
What are Meeting Minutes. (Available at: https://www.rocketlawyer.com/article/what-are-meeting-minutes-ps.rl)
Yesware Blog. 8 Remarkable Benefits Delivered by Meeting Minutes. (Available at: https://www.yesware.com/blog/meeting-minutes-template/)