You are in charge of keeping the board meeting minutes at your next big board meeting, so what are board meeting minutes, and how do you keep them organized? Taking board meeting minutes may not be the most straightforward task. Still, it’s a practical and essential step that you should complete to protect your organization against possible liability.
Today, we’re going to share with you everything you need to know about board meeting minutes, along with several examples of ways that you can keep board meeting minutes.
What are board meeting minutes?
Board meeting minutes are an essential and official record of who attended a board meeting and everything discussed, decided upon, and anything else consequential about the meeting.
Taking board meeting minutes can be challenging because you’re recording one or more hours of discussion into a few typed pages. Extreme attention to detail and accuracy are crucial for getting the board meeting minutes right.
What is the purpose of board meeting minutes?
Board meeting minutes are a legal obligation that all nonprofit organization boards must fulfill.
The primary purpose of board meeting minutes is to ensure that all board members followed necessary procedures during the meeting, complied with federal and local laws relevant to the type of organization, and followed the organization’s bylaws.
It also tracks if the board members stayed true to the organization’s mission by recording any decisions made and noting if they align with the company’s goals, bylines, and overall mission.
In addition, board meeting minutes are also helpful for the nonprofit organization members to refer back to.
These meeting minutes are crucial because they can protect your company against liability by documenting decisions made during the meeting. Board meeting minutes also create a detailed list of next steps for the organization.
In short, board meeting minutes ensure that the board makes ethical, informed, and prudent decisions.
What should you include in board meeting minutes?
So, what are the best steps for how to record board meeting minutes?
All board meeting minutes should include the following:
Date, time, and location of the board meeting
The type of board meeting (routine, special, annual, emergency, etc.)
If quorum requirements are satisfied
Attendance of the board chair, board members, secretary, and any guests
Approval of the previous meeting’s minutes
Reports and presentations during the meeting, including the titles and names of presenters
Action steps required
Attachments of shared documents and presentations
A closing summary with a timestamp for when each meeting adjourned, the next meeting date and time, and an approval signature from the president
Planned hour of adjournment
Before taking board meeting minutes, take the following steps:
Review your organization’s bylaws and policies. Ask your board chair or manager for clarification on anything you’re unsure about.
Remember that the board meeting minutes should ideally protect your organization from undue liability, so they should positively reflect the organization’s actions during the meeting.
Remember that the board meeting minutes are a factual and concise record of the session. Avoid filler language and keep your notes brief.
What should you not include in board meeting minutes?
Board meeting minutes are essential documents that could potentially be reviewed by stakeholders, legal entities, and others. Because of this, knowing what you leave out of board meeting minutes is equally as important as knowing what to include.
Here are a few things to leave out:
Side discussions are common in meetings but don't need to be included in meeting minutes. If someone brings something up in an off-the-record discussion that seems important, ask for more information and confirm if it should be recorded.
Voting on items is common in board meetings. Although you can name board members when they make or second a motion, you don’t share how each member votes. Unless specifically required, instead of listing their names, just record the number of those in favor, against, and abstained.
Board meeting minutes should always be unbiased, leaving opinions out of it.
You don't want to record comments or information that could be scrutinized, such as small talk, unnecessary legal terms, praise, arguments, direct quotes, or political banter. If you think it could cause complications when reviewed later by someone else, including stakeholders or legal entities, it's better to play it safe and leave it out of the minutes.
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A complete guide to taking board meeting minutes effectively
Although taking meeting minutes is not overly complicated, it does require good listening and note-taking skills, critical thinking, and the knowledge of what needs to be included.
Follow the six steps to take minutes at a board meeting effectively.
Step 1: Select a minute-taker
The first thing you need to know is who will be the minute-taker.
For many boards, the minute-taker is the same person at every meeting since they're already familiar with the process, for example, the board secretary. However, there may be a time when that person is unavailable. Having an appointed minute-taker and a backup minute-taker is an excellent idea to keep things running smoothly.
Step 2: Prepare for the meeting
There are a few things the minute-taker should prepare ahead of the meeting:
They should review the most recent board meeting minutes to understand where they last left off.
The minute-taker should understand what the board meeting will be discussing and review any supporting materials in advance; this will help them follow the conversation more easily when recording the meeting minutes.
They need to prepare a board meeting minutes agenda template.
Having a template ready to go will help the minute-taker stay organized, allow them to capture important information more efficiently, and ensure they don't miss any details.
Step 3: Document the board meeting minutes
Attentive listening is crucial to capture all necessary information accurately. As the minute-taker, you should pick a seat where you can see and hear each member and avoid distractions.
It's a good idea to write down the basic information before the board meeting starts, such as the date and names of attendees.
Then, fill in your board meeting minutes template as the meeting progresses. As you work through the list of agenda items, make sure to consider the best practices for writing meeting minutes:
Keep it clear and concise. Focusing on actions and outcomes is more important than writing down conversations verbatim.
Write in an objective voice. Board meeting minutes should convey what happened in the meeting in an objective manner. Leave out personal feelings and biases to keep it fair and accurate.
Ask for clarification when necessary. As the minute-taker, it's your responsibility to ask for clarification on anything you don't understand so your meeting minutes are comprehensible.
One man's memory and typing speed are limited, therefore, if allowed by the committee, you can use a recording and transcription program like Notta when taking meeting minutes.
For in-person meetings, it will record all conversations with auto-generated transcripts. If you are meeting virtually, the Notta bot also joins as a participant and starts recording immediately.
The transcript is immediately accessible and you can review and edit it right within the app.
Share part or all of the meeting notes with stakeholders easily.
Notta also generates a comprehensive summary using built-in AI algorithms, so that you know what happened in the meeting at a glance.
Capture every detail with AI meeting notes
Notta offers the most integrated AI meeting notes, summaries, and action items so nothing gets missed.
Step 4: Review board meeting minutes
Once the meeting has ended, you should immediately review your board meeting minutes while the details are still fresh in your mind.
Any changes should be made as soon as possible. Then, attach any additional documents as an appendix or note where they will be stored.
Step 5: Finalize, share, and sign
The minute-taker is responsible for finalizing and signing the meeting minutes by the board secretary. Some organizations may require the president's signature as well. After it's completed, the secretary can share it with the rest of the board.
The last step is to archive the board meeting minutes and supporting materials. How your organization chooses to store these documents may vary. Whether you store records online or in paper format, make sure it is kept somewhere secure.
Ready-to-use board meeting minutes template
Having a board meeting minutes template makes it easier to record minutes and helps with consistency between reports.
Meeting information
Those in attendance and constituting a quorum included
Present:
Absent:
Name (Excused)
Name (Unexcused)*
Guests: List names
Quorum present? Yes or No
*Also note whether someone absent was excused, such as if someone was missing because they were sick or out of town, and note if someone was unexcused and didn’t give notice that they would be absent.
Approval of the Agenda
Motion: NAME moved to approve the meeting agenda.
Seconded and carried without dissent.
Approval of Minutes
Motion: NAME moved to approve the minutes of the Month Day, Year meeting.
Seconded and carried without dissent.
Open issues
Review items the board has previously discussed and are ready for formal approval.
You should always include the approval of the plan and minutes at the top of the minutes to indicate that all board members were made aware of the agenda and minutes.
Following this, the board meeting minutes will follow a breakdown of each discussed topic.
Board minutes body
Topic/Presentation #1
Discussion 1: Factual explanation of what the discussion entailed.
Motion 1: Include who made the motion and if it was seconded or not.
Discussion 2: Factual explanation of what the discussion entailed.
Motion 2: Include who made the motion and if it was seconded or not.
*If a discussion does not require a motion, please note this within the discussion section.
Topic/Presentation #2
Discussion 1: Factual explanation of what the discussion entailed.
Motion 1: Include who made the motion and if it was seconded or not.
Discussion 2: Factual explanation of what the discussion entailed.
Motion 2: Include who made the motion and if it was seconded or not.
*Continue to organize the board meeting minutes by headers titled with the topic or presentation until the meeting is over. At the end of the minutes, include additional topics, not on the agenda under “Other Business,” when the meeting ended, and who submitted the minutes.
Other Business
Topic #1
The factual record of what this discussion included.
Topic #1 Action Item: What actions need to be taken?
The meeting adjourned at TIME.
Next board meeting at TIME, DATE, LOCATION
Minutes submitted by Secretary, FULL NAME _____ Date
Board meeting minutes sample
Use the following board meeting minutes sample to understand what fleshed-out meeting minutes look like so that you can more accurately create your own during your next board meeting.
Board of Directors, Meeting #123
June 8, 2022
6:00 - 7:00 p.m.
Public Library Meeting Room #1B, Chicago, Illinois
President Golden called the routine Unit Board of Directors meeting to order at 6:03 p.m. at the Public Library in Meeting Room #1B in Chicago, Illinois.
Those in attendance and constituting a quorum included:
Present:
John Smith
Abbey Ross
Grant Johnson
Absent:
Jane Doe (Excused)
Bob Norton (Unexcused)
Guests: Hailey Snow, Derek Green, Scarlet Harris
Quorum present? Yes
Approval of the Agenda
Motion: President Golden moved to approve the meeting agenda.
Seconded and carried without dissent.
Approval of the Minutes
Motion: Smith moved to approve the minutes of the June 8, 2022 meeting.
Seconded and carried without dissent.
CEO’s report
Discussion: President Golden recommends that if we cannot find new software for creating and storing reports by the end of the month, the unit should continue creating reports in the current software during the summer. The board briefly discussed different options.
Motion: Johnson moved to extend the time needed for finding a new software program for the next two months. Seconded and passed without dissent.
Discussion: Ross shared that the KBL has introduced a new education class for unit board members. The course will be held at the upcoming ABC event. It was recommended that all board members who will be at the ABC event take advantage of the opportunity to attend the class and that the unit board should reimburse board members who attended.
ABC Action Item: Every board member attending the ABC event should attend the new education class on 7/7 at 9:00 AM.
Motion: Johnson moved that the board will reimburse the class fee to any board member who attends the class. Seconded and passed. Dissenting on the record: Smith
*Recording dissenting votes is not required. Dissenting votes should only be recorded if a member requests that they are on record as a dissenting vote.
Treasurer’s report
Financial reports
The financial committee and the Chicago Elementary School’s Accountant presented the quarterly financial reports and talked about the “Schedule.” (Note the narrative that is present with each report. Record the general discussion on the organization’s financial state and condition as stated in the reports while noting issues, concerns, and the actions needed to address the problems.)
Create an organized table to note each issue or situation, such as the following:
Accounting review
Discussion: Treasurer Ross shared that our accountant has reviewed our organization’s bookkeeping procedures and found them to be acceptable, in preparation for next year’s financial audit.
990 review
Discussion: Johnson reported that the unit’s IRS form 990 is available for viewing on the organization’s website. The publication online meets the requirements for making the IRS Form 990 available for public viewing. Johnson touched on the highlights, issues, and trends from the balance sheet, cash flow statement, and saving goals.
Motion: Smith moved to accept the treasurer’s report. Seconded and passed without dissent.
Committee reports
Board Seminar
Discussion: Ross reminded the board of the scheduled seminar coming up in one month and gave everyone a drafted seminar schedule. The board gave feedback on the agenda, and the consensus was that the board would follow the provided schedule except for a few small, noted changes. The board will move forward with the schedule. No board action is required.
Bylaws
Discussion: Johnson presented the board with the reworded Bylaws paragraph draft, which will allow the board to take action with electronic mail and social media accounts. Johnson suggested a review and permanent changes to the Bylaws accordingly. The consensus was to consult legal counsel and verify if the proposed change is consistent with our state laws and the organization's mission. Johnson agreed to accept this action and notify members of what he learned at the next board meeting.
Bylaws Action Item: Johnson will contact legal counsel and give an update at the next board meeting.
Other business
Special Events (Smith)
The AADL has set a date in 2022 as AADL Day. There will be a two-session event for additional masterpoints. Smith will find out the specific day and report back next meeting.
Special Events Action Item: Smith will find out the particular day and report back later.
Meeting adjourned at 7:03 p.m.
Next board meeting at 6:00 p.m., July 8, 2022, Public Library Meeting Room #1B, Chicago, Illinois
Minutes submitted by Secretary Joe Wellington _____ Date
Final thoughts
Taking board meeting minutes doesn’t have to be overly complicated. Keeping to the same template for each meeting makes the process streamlined and creates consistency for each meeting. If your organization allows audio recordings, we strongly recommend using Notta to transcribe notes from board meetings.
Notta will save you time and energy when reviewing your notes from the meeting and allow you to quickly fill in the factual, practical information for each discussion, along with the decided-upon action items. In addition, Notta frees up your hands during the board meeting so that you can participate in the board meeting discussion without missing important points. Notta also helps you quickly create reports and meeting notes, which you can highlight and edit to best suit your needs.
