In a court of law, the minutes of board meetings are the evidence of good governance. Would your board pass the test?
In this era of transparency and accountability, recording minutes properly is very important. The purpose of the minutes of a meeting is to transcribe into official form the actions of the board. In a recent court case, this understanding was extended to include the purpose of being “evidence that the actions were taken according to proper procedures.”
Board minutes need not be long and detailed. Lengthy minutes are more prone to interpretation or misrepresentation. Minutes should focus on what was done, not what was said; unless a member asked for her/his comments to be a matter of record. The bulk of minutes should record motions made, the name of the person who made the motion, any points of order, or any appeals, and whether the motion passed. Though it is neither advisable nor necessary to record any of the discussion, the minutes should reflect that there was lengthy discussion, if indeed there was. In describing the discussion, it is important to avoid words that can be misinterpreted, such as “argument” or “compromise.” Remember, these are legal documents and can be used in a court of law. If a board member disagrees with an action, s/he may always request that her/his position be a matter of record.
In order to ensure that that there is sufficient evidence that actions were taken according to proper procedures, it is important that the minutes contain the following:
- The date, time, and place of the meeting
- The fact that proper notice was given—or notice was waived
- Whether the meeting was a regular or special meeting
- The names of the attendees
- Whether a quorum was present
- Whether any board members present for the quorum, left early or were not in the room during certain deliberation;
- Whether any board members arrived late and were not in the room during certain deliberation
- All actions taken
It is a good idea, though not required, to include evidence of sound decision making. Copies of any information or reports considered in discussion may be made a matter of record by attaching them to the minutes. The minutes may also cite sources rather than including the information if that is deemed sufficient.
In summary, it is a good practice for board members to remember that they are legally responsible for governing an organization properly and the minutes are the evidence. In light of this, members should be mindful to ask good questions about any action, even if they seem obvious, if it is important to a particular action or deliberation. Or even if it is important to demonstrate that the board has been diligent.
