Most people know that you are required to take notes at meetings of corporations, but many need clarification about what exactly needs to be done and how to do it.
What are Meeting Minutes?
Meeting Minutes are simply notes that are taken at a meeting of people involved in a corporation. That can be a meeting of its directors, also referred to as the “Board of Directors”. Or, it could be a meeting of a corporation’s shareholders. Or, if it’s a non-profit, then a meeting of its members. There can also be committees or subcommittees that hold separate meetings and who may want to take meeting notes, which are all referred to as “Meeting Minutes”.
This article deals specifically with Minutes that arise from meetings of Boards of Directors—but similar procedures will be followed for meetings of shareholders, members, or committees.
What to include in your Meeting Minutes
A question that always comes up is, “How much detail is needed?” The answer is not very much. It is tempting to want to make a detailed record of everything that is said in a meeting, but that is not the purpose of the Minutes. The Minutes are simply designed to record the business transacted at a meeting, the formalities that are met, the issues that are voted on, and the action items to pursue after the meeting.
The Minutes should begin in a standardized way, usually by listing the people present, the location of the meeting, and the date of the meeting. The first entry should record what time the meeting was called to order and who called the meeting to order.
At the very beginning of the meeting, the chair of the meeting should deal with standard business that needs to be addressed in every meeting of Directors. Standard business includes Directors declaring any conflicts of interest that they may have and management confirming that insurance fees and taxes are paid. These can be recorded in the Minutes as statements made by certain individuals. Standard business also includes approving of the Meeting Minutes from the previous Board meeting. See this article for more details. Approval of the previous Meeting Minutes needs to be done by a vote, so it needs to begin with a motion, followed by a discussion amongst the Directors and a vote. The motion wording and vote results need to be recorded in the Meeting Minutes.
After dealing with the standard business, the Chair should move on to the other business on the agenda. The Meeting Minutes should have an entry showing each topic of business that was brought up at the meeting—which is typically outlined in the agenda for the meeting prior to its beginning. Under each item of business, the Meeting Minutes should include any motion wording and results of any votes on a motion. The Minutes should also include any action items that arise from the Board’s discussion of that particular matter of business. The Meeting Minutes do not need to include a detailed summary of what the Board members actually discussed.
Once the bulk of the meeting business is taken care of, Boards of Directors will sometimes have “in-camera” sessions. These are sessions where Minutes are not taken, and votes are not carried out. These are more private meetings among the Directors, and often “in-camera” sessions will exclude management of the company so that Directors can have frank and direct conversations without management present. There should be a notation in the Meeting Minutes of when the in-camera session began and when it ceased, but there should be no notations about anything discussed during that time.
When a meeting of the Board is concluded, the chair should ask for someone to move to have the meeting closed, as well as a seconder. The time that the meeting is closed should be recorded in the Meeting Minutes.
After the meeting, four steps need to be taken with the Meeting Minutes. Please see this article to learn about what those four steps are.
We hope this article gave you a better understanding of what to do with Meeting Minutes. If you have any questions or need assistance with your Meeting Minutes, please don’t hesitate to contact us here.
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