Board Meeting Minutes

Board Meeting Minutes: 8 Things You Should Never Miss

taking-meeting-minutes-300x200 Board Meeting Minutes: 8 Things You Should Never Miss

Taking Effective Meeting Minutes

Taking effective meeting minutes is an important aspect of board management. Not only do minutes provide a historical account of board actions, they help to measure progress against your strategic plan, drive accountability, and can be used as legal protection if necessary.

For all of the benefits, however, the act of recording meeting minutes comes with its challenges. Many board secretaries and others responsible for taking minutes struggle with determining what should be recorded and how. To help clear up some of the confusion, and offer some best practices around taking minutes, we talked with Zenda Bowie, director of field services and parliamentarian for the Georgia School Boards Association (GSBA).

“There’s a lot of confusion around what the meeting minutes represent,” said Bowie. “The minutes are the official record of the proceedings of the organization, not a journal or a diary. Minutes should only include the actions, and a way for someone reading them five years from now to discern what took place.”

Here, Bowie shares her list of meeting minutes must-haves below, along with some of her best tips as part of the Simbli Webinar Series. Note that you should always check your bylaws for any variations to these practices.

8 Things You Should Always Include in Your Meeting Minutes

1. Type of Meeting

Boards can hold several types of meetings, says Bowie, including regular, special, called, emergency and other meetings. So, it’s important to include which type of meeting the minutes cover. She offers a quick rundown of the most common types of board meetings:

Regular Meeting: Regular meetings are those meetings scheduled for the year in accordance with the organization’s bylaws.

Called Meeting: A called meeting is a meeting that occurs for a specific purpose. For example, a board might hold a called meeting to discuss the purchase of an item. Bowie notes that the agenda for a called meeting cannot be amended. If the board discusses and takes action on any topic outside of the agenda, she says, the discussion and actions are moot.

Special Meeting: A special meeting is one held separately from regularly scheduled meetings. A special meeting can replace a meeting that was cancelled or postponed, for example, and it must be announced. Unlike a called meeting, the agenda of a special meeting may be changed, says Bowie.

2. Organization Name

Although this might sound obvious, your minutes should include the official name of the organizing body. Bowie says this is often left out because the recording secretary and the group already know the name of the organization that is meeting. However, the name should always be included in the minutes.

3. Date and Time

Bowie clarifies that the meeting time you record in the minutes is the time the meeting is called to order. If the meeting was scheduled for 7:00, and for some reason it started at 7:30, the minutes should indicate 7:30 as the start time.

4. Location

The location should be included unless the organization meets at the same place every time. If this is the case, only include the location in the minutes of the first meeting of the fiscal year.

5. Attendee Names

Include the full names of the presiding officer (chair), governance members and recording secretary in attendance. If there is a substitute serving for the chair, this should be reflected in the minutes.

6. Approval of Previous Meeting Minutes

The minutes of the previous meeting should be approved during the current meeting. Bowie recommends that the minutes of the previous meeting be distributed electronically, or by mail, as soon after the meeting as possible so that members have plenty of time to review and make corrections if necessary.

Corrections should be sent to the secretary in advance of the next meeting so that valuable meeting time is not spent discussing changes to previous meeting minutes. Corrections should reflect inaccuracies, not changes to writing style, says Bowie.

Many organizations require that the presiding officer and recording secretary sign the minutes once approved, she adds, so it’s important to check your bylaws to ensure the proper signatures are included.

7. Motions and Votes

The minutes should reflect what took place in motions — the action of the board, not the dialogue, says Bowie. She adds that minutes shouldn’t include who said what (except for motions), or editorial comments such as, “the chair said emphatically,” or that he pounded the desk.

For motions, include the exact wording of the statement, and the name of the person making the motion. Some organizations might require the name of the person seconding the motion, as well.

Bowie adds that if the motion is not worded properly, it’s up to the chair to help the member modify the wording. The recording secretary should then record exactly what was said. It’s not the responsibility of the secretary to edit the motion, she says.

The outcome of the vote should be recorded. Here are a few examples:

  • Ms. Martin moved that the 2017-2018 budget be approved as amended. Mr. Avery seconded the motion. The motion passed unanimously (Voting yes: Ms. Martin, Mr. Avery, Dr. Strong, Ms. Mayfield, Mr. Octave).
  • Ms. Martin moved that the 2017-2018 budget be approved as amended. Mr. Avery seconded the motion. The motion passed 3-2 (Voting yes: Ms. Martin, Mr. Avery, Mr. Octave; Voting no: Dr. Strong, Ms. Mayfield)
  • Ms. Martin moved that the 2017-2018 budget be approved as amended. Mr. Avery seconded the motion. The motion passed 3-1-1 (Voting yes: Ms. Martin, Mr. Avery, Mr. Octave; Voting no: Ms. Mayfield; Abstaining: Dr. Strong)

Amendments, points of order and appeals, even if not sustained, should also be recorded.

Changing votes: One challenge many recording secretaries face, says Bowie, is when a board member wants to change his or her vote after the fact.

“The vote can be changed as long as the presiding officer has not announced the results of the vote,” she clarifies. “If the desire comes after the fact, the secretary can’t make the change.”

8. Meeting Adjournment Time and Signature

In addition to recording the time the meeting adjourns, the person who recorded the minutes should sign them. The words “Submitted by” followed by the signature is acceptable according to Robert’s Rules of Order, Newly Revised, says Bowie.

Bowie offers additional tips for taking effective minutes, including spelling out acronyms on the first reference, and sitting in a place where you can see and hear everyone. But taking good meeting minutes ultimately comes down to good communication between the secretary, members of the organization, and the chair, she concludes.

“The recording secretary must have license and be willing to stop people and ask for clarification if they didn’t hear something clearly, or are unsure what something means. The secretary is responsible for getting the information, and getting it accurately.”

Want to keep these tips handy? Download the quick guide to board meeting minutes and be sure to watch Zenda in action as part of our Simbli Webinar Series!

Manage your board meetings — and your minutes — more efficiently with Simbli’s paperless board meeting management software. Learn more.

Jeanne Reynolds / May 16, 2019

How does a board member bring a topic to discussion without making a motion?

eBOARDsolutions / May 16, 2019

The board should have Operating Procedures that outline the process the governance team has agreed is best for getting an item on the agenda. Bringing a topic forward for discussion from the board table is, in essence, amending the agenda and in some cases, state law says the agenda can be amended as it becomes necessary. That means the board must agree to the necessity of dealing with the matter. Such agreement requires a motion, a second, and a majority vote in the affirmative.

Raymond onyeike / June 3, 2019

Can a minute of previous regular meeting of a a board be read at emergency meeting?

eBOARDsolutions / June 3, 2019

Hi Raymond – thanks for your question. A called/special/emergency meeting is scheduled to consider one or more matters specifically noted in the call. The only business handled is that which has been stated. There are minutes of the special meeting, but during the meeting, members do not approve minutes. The minutes of the called/special/emergency meeting are presented for action during the next regular meeting along with minutes of the previous regular meeting. Hope that hits the mark!

Harriet McCombs / June 16, 2019

A vehement report of my opinion at a board meeting was reported in the minutes including my name. I am a board member and I was not aggressive. Can I have an apology in the minutes and a few lines to tell it like it happened?

eBOARDsolutions / June 19, 2019

Hi Harriet – thank you for your question. This one is a bit “sticky” inasmuch as Robert’s Rules of Order, Newly Revised- 11th edition states “…the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.” Page 468, lines 17 -18. The appropriate correction for the minutes therefore, is to delete the comment altogether rather than to include additional commentary since neither has a place in the official record. There are instances wherein the chair may ask that comments be included, but that would be done “…In cases of obstinate or grave breach of order by a member, the chair can, after repeated warnings, “name” the offender, which amounts to preferring charges and should be resorted to only in extreme circumstances.” Page 646, lines 16 – 20.

Aliyu / February 3, 2021

Can a Secretary who was excused from attending the meeting develop minutes of such through information received by a member that attended the meeting?

eBOARDsolutions / February 3, 2021

Yes. The person preparing the minutes is doing just that: preparing the minutes. If he/she is doing it based on someone else’s interpretation, that’s perfectly acceptable. The person preparing just needs to know that if there are questions about the minutes, they are likely to be presented to the person whose name appears as ‘Submitted by.’

Marta F. Ballesté / May 8, 2021

What is the procedure/vote called when one vote includes several agenda items?
Thank you!


Leave A Comment