Posted: 07.22.2020
Board meeting minutes are certainly tedious, and at times, the board
secretary position seems like a thankless job. However, the task is
incredibly important.
For one, board meeting minutes are critical for maintaining a historical log of decisions, and they’re also imperative for meeting legal requirements
of your nonprofit organization. In fact, many organizations have
learned that referring back to well-kept minutes has helped them deal
with legal issues, saving both time and money for the organization.
With all that rides on the minutes, it’s not a task that should be taken lightly.
Learning how to take effective minutes at a board meeting is worth the
time and energy investment, and your fellow board members will
appreciate the end results.
To ensure you’re taking the most effective board minutes possible,
we’ve compiled a complete guide that covers the ins-and-outs of minute
taking. Before jumping into the nitty-gritty details of effective
nonprofit board meeting minutes, let’s take a moment to define what they
are to make sure we’re all on the same page.
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What Are Board Meeting Minutes?
Board meeting minutes record the board of director’s actions and
decisions. They serve as an official and legal record of nonprofit board
meetings, which means they should include more than a simple overview
of discussions. The core purpose of board meeting minutes is to show
that the board members did the following:
- Followed relevant procedures.
- Complied with the state laws pertaining to tax-exempt nonprofits.
- Obeyed the organization’s own bylaws and aligned decisions with its mission.
Now that we’ve reviewed the basics of what board meeting minutes are,
we can take a deep dive into all they entail, so you can start creating
effective board meeting minutes in no time. Here’s what we’ll cover:
1. What Are the Benefits of Board Meeting Minutes?
2. How to Take Minutes at a Board Meeting
3. What Not to Include in Board Meeting Minutes
4. Board Meeting Minutes Template
5. How Board Minutes Tools Can Help
Feel free to use the jump links above to navigate to the section most
pertinent or intriguing to you. Otherwise, let’s start from the top
with the benefits of effective board minutes so you can start running more productive meetings!
1. What Are the Benefits of Board Meeting Minutes?
Beyond documenting that a meeting did in fact occur, nonprofit board
meeting minutes are helpful for a number of reasons. Before taking
minutes yourself, it’s important to understand these reasons to ensure
you’re documenting all relevant actions.
To get a firm grasp on the purpose behind taking minutes, let’s explore the top three benefits of recording effective notes:
- Once approved, board minutes become a legal record of what actually occurred in the meeting. In the event of a lawsuit, minutes can be subpoenaed, and in turn, board members could potentially be held liable.
If important details are missing or if votes are recorded incorrectly,
this could be disastrous for the nonprofit and its board members.
- Effective board meeting minutes serve as a valid reference point for future decision-making.
They act as a reminder of what was addressed in the meeting, who said
what, what the designated next steps were, and who is taking
responsibility for what upcoming projects.
- Prospective sponsors looking to expand their philanthropic efforts or other funding sources can access board meeting minutes. Funders can use minutes to determine how effective the board is in leading the organization
toward its goals. In other words, this could be the determining factor
in whether someone chooses to financially support your cause.
As you can see, nonprofit board meeting minutes are an important
resource, not just for future reference by the board itself but also for
legal purposes. Now, let’s dive into best practices for creating
coherent, well-organized board minutes.
2. How to Take Minutes at a Board Meeting
Creating complete nonprofit board meeting minutes that meet the needs
of those who use them is crucial for effective decision-making and
record-keeping at your organization. So that you can create the most
efficient minutes possible, let’s explore best practices for documenting
a clear and accurate account of your board’s actions.
1. Use Your Agenda as a board meeting minutes template.
As with most meetings, planning ahead is critical to create a defined
outline that will lead your board meeting in effective conversation. If
board administration creates a board meeting minutes template that’s
blended with the agenda, taking minutes becomes incredibly
straightforward and much less prone to error.
Many board secretaries or administrative staff create a note-taking outline a few days before the meeting. Consider using the meeting agenda
as a guideline, and outline important issues that will be covered. This
outline gives you a predefined structure to follow, so you can spend
more time listening and accurately capturing the conversation, rather
than trying to start from scratch and record everything on the fly.
2. Assign a Minute-Taker in Advance.
Putting a board member on the spot could come as a very unpleasant
surprise. In fact, this will certainly compromise the quality of that board member’s engagement and participation levels
and could even go as far as to compromise the quality of the meeting
minutes. Because of this, you’ll want to choose a minute-taker in
advance.
Have the same person take minutes at every meeting and designate a
backup person to take them for when that regular minute-taker is unable
to attend. This allows these individuals to familiarize themselves with
the process and will ultimately lead to stronger, clearer board minutes.
Typically, the designated minute-taker is the board’s secretary.
After appointing the task to someone, you’ll want to make expectations crystal clear. This includes:
- What format should be used – Is there a particular format that your minute-taker should mimic? The exact format used varies by the organization, although best practices for governance
indicate that all should include some basic information, such as
essential details regarding motions and voting. Using past board minutes
as a template can be an effective option, and a minutes maker tool will streamline this process further.
- Whether or not they should participate in the discussion
– Is your minute-taker a board member? If not, they should NOT
participate in any discussion unless expressly invited to do so. A case
in which they’re invited to participate may be when the board wishes to
hear a non-board member’s perspective on an issue.
- How they should take minutes – Technology can streamline the process of taking accurate minutes but only if the minute-taker knows how to operate the board minutes system.
During the meeting is not the optimal time for learning how to use
these tools, so be sure your minute-taker undergoes training to become
familiar with them beforehand.
2. Write in an Objective Voice.
One of the most important aspects for your board secretary to
remember is that board meeting minutes must be written objectively. When
you encounter controversial issues or contentious votes, attempt to
summarize the debates and arguments. Weed out all the emotion by
following these suggestions:
-
Stick to the facts, including votes in favor of a
motion, votes against a motion, abstentions, and pertinent details about
discussions. Listen carefully to the main topics and simply document
significant portions of the discussion.
-
Ask a third party — someone who is not on the board—
to read the board minutes to give you an unbiased opinion. When doing
so, make sure the third party is not privy to any confidential
information.
-
Return to them the next day. Since the secretary is
also a voting board member, recording information objectively can be
challenging. If you’re unsure if your board minutes are objective, sleep
on it and re-read them the next day with a fresh mind.
By following these tips to ensure objectivity, you’ll create unbiased
notes that capture essential information for future reference.
3. Include Pertinent Details.
Board meeting minutes are a matter of law for nonprofits. They serve
as the official record to show that the meeting was actually held and
important matters were discussed, and as such, it’s always important to
capture all necessary details.
While there are no legal rules for what information board meeting minutes must include, most boards base their outlines on Robert’s Rules of Order.
Full use of these rules would be cumbersome for most nonprofits, but
limited use can be helpful in maintaining order and quickly addressing
agenda items. When following Robert’s Rules of Order, board minutes must
include:
- The type of meeting.
- The date, time, and location of the meeting.
- A list of attendees, including nonvoting participants with their names, titles, and reasons for attending.
- When the meeting was called to order and when it was adjourned.
- A record of motions, seconds, and whether or not the motion passed.
Overall, aim to create board meeting minutes that are specific enough
to capture the board’s focus and decisions, but not so sparse that you
can’t decipher what actually occurred during the meeting a few months
down the line. Plus, scant board minutes could open up the board up to liability issues, so you never want them to be so minimal that they raise suspicions.
Think of it this way: major decisions and discussion points should always be captured but in a “short and sweet” fashion.
4. Proofread and Share Minutes Securely.
When all is said and done, you’ll want to review your board meeting
minutes before sharing them. Be sure they’re consistently formatted and
presented. If there are side notes that need to be rewritten into the
minutes, see to it promptly after the meeting.
From here, board minutes should be finalized and distributed to
attendees as soon as possible while the meeting is still fresh in the
board and minute taker’s memory. A secure platform will allow board members to readily open board meeting minutes, the agenda, and any other pertinent documents.
3. What Not to Include in Board Meeting Minutes
Knowing what to leave out of board meeting minutes is just as
significant as knowing what to include. With this in mind, let’s explore
five things nonprofit boards commonly record but shouldn’t.
1. Don’t Include How Individuals Voted.
In each of your board meetings, you’ll likely have a handful of items that need to be voted on. While you should name who made and seconded the motion, you shouldn’t
include how individuals voted. Exclude their names and simply note the
number of those in favor, those against, and those who abstained. As a general rule, keep the record impersonal.
However, there is an exception to this rule. If financial
transactions involving board members come up or if the executive pay is
set, let the board meeting minutes reflect how individuals voted and their rationales. In the event of any legal challenges, rationales will support reasonability.
2. Don’t Include Particular Board Members’ Opinions.
As previously mentioned, your board meeting minutes should be
unbiased. Because of this, board minutes should focus on decisions, not
discussion.
On occasion, disagreeing members may state flat-out that they want
their disagreement recorded. Avoid this, and instead, simply note that
it occurred — no further explanation necessary.
Similarly, if there was a debate, mention it, but don’t make
opinionated notations. After all, board meeting minutes are discoverable
papers that can be used in any potential legal situation.
3. Don’t Include Summaries of Documents or Presentations.
You should mention presented materials in your board minutes.
However, don’t go into great detail about its content. Instead, note
where it’s obtainable, so members don’t have to rifle through excess
information in the minutes itself.
With comprehensive tools, presentations are easy to locate at any point. Specifically with solutions like Boardable’s Document Center, you can organize and store pertinent records, presentations, and other documents alongside your board meeting minutes.
Plus, Boardable is compatible with Dropbox and other widely-used
cloud-based storage systems, making it easily accessible to all board
members.
4. Don’t Include Things that Could Subject a Tax-Exempt Entity to Scrutiny.
While there are common distractions in every board meeting, recording
them can be problematic in a legal investigation. You’ll want to
exclude these distractions. For example, leave out:
- Praise or displeasure.
- Small talk or political banter.
- Negative spin.
- Unnecessary legal terms.
When in doubt, simply leave it out. That goes for
anything that could present complications if reviewed later by others.
If legal commentary was made or if the nonprofit’s lawyer advised the
board, simply note that this occurred in the board minutes. Further,
don’t record the substance of the legal advice.
5. Don’t Include Off-The-Record Conversations.
Side discussions are bound to happen, but they shouldn’t be recorded.
These off-the-record comments and discussions are certainly allowed to
take place, but they must be clearly designated as off-the-record. If a
board member brings up an issue that’s worth clarifying but doesn’t
appear in the agenda, it doesn’t normally need to be detailed.
Instead, note that directors took the time to discuss items
that weren’t on the agenda. Nothing else should be recorded about any
tangents.
To avoid these complications, create an Agenda Requests folder in your Document Center. This way, future discussion topics are correctly scheduled into future meetings.
While the content of your nonprofit board minutes will change from
one meeting to the next, following a standard outline will help in the
minute-taking process to ensure consistency and accuracy. There’s no
“right way” to draft meeting minutes, and each organization has its own
preferences for what effective ones look like. However, there are
several details every nonprofit board needs to record during meetings.
If you’re new to the process, you’re likely unfamiliar with these
components, and you may be unsure of where to start when creating a
reusable outline. To help, we’ve created a board meeting minutes
template that you can use in your own operations based on Robert’s Rules
of Order.
If you’re unable to view the above board meeting minutes template, we’ll break it down into five key steps:
1. Opening the meeting, where you include the date
and time the meeting started, take attendance, and vote on the approval
of the previous meeting’s minutes
2. Reports from officers, standing committees, and any special committees
3. Old business, where you discuss unresolved issues from previous meetings
4. New business, where you discuss any other agenda items that come up
5. Closing the meeting, where you include the date and time of adjournment
While the above board meeting minutes template will serve as a solid
starting point, you’ll need to customize it to suit your board’s exact
needs. With an outline to go off of, you’ll set your team up for success
and ensure all important discussions and motions are recorded in a
cohesive, clear, and consistent way from meeting to meeting.
While creating a template manually may work, it’s not optimal.
Luckily, current technology offers several options when it comes to
accurately recording a meeting with board meeting minutes templates. For
instance, Boardable offers tools that enable you to record minutes directly within your agendas, an option which we’ll discuss in-depth below.
5. How Board Minutes Tools Can Help
As you now know, taking board minutes requires substantial work and
unwavering attention to catch all the pertinent details. Just like most
of your day-to-day tasks, this process can be streamlined with the right
technology.
By solidifying your digital strategy
and investing in dedicated tools to take notes, it’s even possible to
have completed, ready-to-distribute board minutes for everyone just
minutes after the meeting wraps up.
For those looking to improve their board meeting minutes and simplify the process altogether, Boardable’s Minutes Maker tool is a great option!
With our dedicated tools, you can take minutes using the agenda
you’ve already built to ensure you don’t miss a single detail. Simply
pull up your agenda and quickly enter notes, assign tasks, and record
votes. From here, any tasks will appear on the assigned individual’s
dashboard as a reminder. Take a look at how simple recording notes and
assigning tasks is:
Plus, sharing your board minutes has never been easier! Once you’ve finalized them and gotten them signed off on using our e-signing tools,
publish them and instantly distribute them to your desired audience.
You can choose to make meeting minutes public if desired, and they’re
always associated with the meeting and its attendees. You can choose to
save a record in your Document Center or email a PDF, keeping everyone updated.
Best of all, you can connect the minutes, agenda, and tasks of a past
meeting with the materials for the next one, which makes approval,
review, and preparation for upcoming discussions a breeze! Take a look
at how simple it is to group meeting information together:
Using dedicated tools can help protect your board from liability
and inefficiency by ensuring you catch all vital details. Let Boardable
do the heavy-lifting, so you can focus on producing effective notes
that capture the essence of your meeting.
Wrapping Up
From documenting discussions to important votes to follow-up
assignments, there’s a lot that goes into board meeting minutes. To
recap, they’re more than a general account of your board’s conversations
and actions. They serve as a reference point for future discussions,
inform those who were unable to attend, and serve as an official and
legal record of your meetings, so the job shouldn’t be taken lightly.
If you’re unsure where to start when documenting your next meeting, feel free to build out your minutes using the above board meeting minutes template. For a more tailored approach, our powerful board software and intuitive Minutes Maker tool will streamline the process further, ensuring you capture all essential discussion points.
To help you continue your research on effective board operations,
we’ve compiled a list of resources that we thought you might find
useful. Explore each of these pages to expand your knowledge, so you’ll
understand how to instill a spirit of collaboration and efficiency
throughout your nonprofit:
If you’re tired of preparing agendas, budgets, reports, minutes, and
all the documents that go into a board book, how about you… BLOW IT UP?
Learn all about how to get rid of the traditional paper board book in
this free ebook download. Share the PDF with your team and never create
another cumbersome board book again!
