A question came up during a recent online discussion about “best practices” for board meeting minutes. The answer to questions of what should (or should not) be included in minutes is more complicated than it seems.
This article will give a broad answer, but I have to mention there are chapters in both my recent books, Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition, on what to include (or not) in minutes, approving minutes, changing minutes after the fact, handling closed/executive session meeting minutes, as well as model minutes templates and skeletal minutes (writing minutes before the meeting). This Minutes article (PDF link at top) discusses what to include in minutes if your parliamentary authority is Robert’s Rules of Order Newly Revised (12th Edition), and I also have guides for The Standard Code of Parliamentary Procedure (“Sturgis”).
At the end of the day, minutes will be what a specific body wishes them to be, as they will adopt the minutes at a subsequent meeting. Also, what should be in minutes can vary by state of incorporation (some statutes require certain things be in minutes, like a summary of discussion or how individual directors voted, while others do not), governing documents (bylaws can have have specific minutes requirements), and parliamentary authority (if you follow Robert’s or Sturgis, the recommended format should be considered).
Most parliamentary manuals and best practice recommend that minutes be a record of what was DONE at a meeting, and not what was said. (We have seen hyper-detailed minutes used against associations and directors in litigation.) Using the recommended model, minutes would normally include introductory details of the meeting type/date/location/attendance, motions made and outcome, names of makers of motions (but not seconders), but NOT a record or summary of what was said by members or guests. Again, the books and handouts above have more details.
This law firm blog also has a number on past articles on best practices for minutes, including:
- A Minute on Meeting Minutes
- Does a Virtual Membership Meeting Keep Minutes?
- Should Annual Meetings Approve Minutes?
- Executive Session / Closed Meeting & Minute Issues
As with most legal issues, facts matter. Different types of organizations may have different answers as to “What should be in meeting minutes?” For questions about any specific organization and its meeting minutes (or other questions),contact any of our credentialed parliamentarians at Law Firm Carolinas.