Minute-Taking Essentials: Includes Templates with Examples

Board meeting minutes are a crucial component of the governance framework for organisations, particularly nonprofits. These minutes not only serve as a formal record of decisions made and actions taken during board meetings but also fulfil legal, regulatory, and governance functions. This article delves into the intricacies of board meeting minute-taking, elucidating best practices, providing detailed examples, and offering a comprehensive guide to mastering this essential task.

Understanding the Importance of Board Meeting Minutes

Legal and Regulatory Compliance

Board meeting minutes are more than just a record; they are a legal document that can be used in court to prove that the board was acting responsibly and in accordance with its fiduciary duties. They help demonstrate compliance with relevant laws and regulations, serving as evidence that the board has fulfilled its obligations to make informed decisions in the best interest of the organisation. Maintaining detailed and accurate minutes is crucial for demonstrating legal and regulatory compliance.

Depending on your organisation and the legal jurisdiction it is in here are a selection of key laws and regulations that require board meeting minutes to be maintained in order to be compliant:

United States

State nonprofit corporation laws - These laws set standards for board governance and decision-making. Minutes show the board is meeting regularly and acting in compliance.

Internal Revenue Service (IRS) regulation - For nonprofits with 501(c)(3) tax-exempt status, the IRS requires that detailed records be kept. Minutes provide documentation of key decisions impacting tax status.

Sarbanes-Oxley Act - Though applying mainly to public companies, elements such as whistleblower protection and document retention are considered best practices for nonprofits as well.

Australia

Corporations Act 2001 - Sets out legal requirements for company board meetings and record keeping. Minutes must sufficiently document proceedings.

Australian Charities and Not-for-profits Commission (ACNC) - Regulator requiring records of board activities and compliance with duties.

Fundraising legislation - Varies by state but generally requires disclosure of company details including board, activities, and performance.

New Zealand

Companies Act 1993 - Governs board proceedings and resolutions. Requires companies to keep minutes of all board meetings.

Charities Act 2005 - Sets out statutory duties for charitable company boards to support operations and compliance. Meetings must be documented.

Financial Markets Conduct Act 2013 - Mandates that cooperative companies properly record board proceedings.

Canada

Canada Not-for-profit Corporations Act - Requires organisations to keep minutes and resolutions of board meetings. Minutes must be accessible to directors.

Canada Revenue Agency - Registered charities must maintain detailed books and records, including board minutes evidencing governance oversight.

Personal Information Protection and Electronic Documents Act - Governs protection of private data. Relevant discussions must be properly recorded in board minutes.

Having comprehensive minutes is especially important if any legal issue arises involving the board’s fiduciary duties, financial oversight, or decision-making authority. In case of lawsuits, audits, or investigations, the minutes serve as legal evidence of proper governance.

Organisational Memory and Accountability

Minutes serve as a historical record of the board’s decisions and actions, providing a clear trail of accountability. They enable current and future board members to understand the rationale behind decisions, ensuring continuity and consistency in governance practices.

Some ways board meeting minutes promote organisational memory and accountability include:

• Providing background/context on agenda items for new board members to get up to speed on past decisions. The minutes allow them to review the considerations that went into those decisions.

• Allowing the chief executive officer (CEO) or executive director (ED) and staff members to align operations, programs, budgets based on direction provided in the minutes. They serve as a roadmap for strategy execution.

• Demonstrating follow-through on action items and commitments made by board members, management, or staff members. Outstanding items are revisited in subsequent meetings.

• Creating a governance record that stands the test of time. Even as board composition changes, the institutional memory preserved in minutes allows for smoother transitions.

• Enabling the board to review past practices, decisions when considering new issues, policies, or strategic initiatives. Past minutes provide precedent and context for evaluating new proposals.

The documentation and transparency minutes provide are invaluable in promoting organisational accountability and continuity over time. As a governance tool, they reduce reliance on recall, rumour, or personality, creating an objective record accessible to all legitimate stakeholders.

Transparency and Stakeholder Communication

Well-documented minutes contribute to transparency, allowing stakeholders to understand the board’s decision-making process. This can be particularly important for nonprofits, where donors, members, and the public often seek reassurance that the organisation is being managed effectively and in alignment with its mission.

Making meeting minutes available to stakeholders demonstrates an openness and commitment to transparency on the part of the board. While confidential details should be omitted, the minutes should provide a reasonable level of visibility into the governance of the organisation.

Ways board meeting minutes can promote transparency include:

• Posting public versions of the minutes on the company website after board approval. This communicates highlights of board discussions, decisions, and actions to donors and other external stakeholders.

• Using the minutes to brief management and staff on board directives, reducing likelihood of misinterpretation of board guidance.

• Providing minutes as part of information requests by auditors, regulators, funders, or other authorised parties. This supports external scrutiny and due diligence.

• Referring back to past minutes when announcing new initiatives or policies to show how they align with previous board direction and discussions.

• summarising key decisions in donor communications, annual reports, or newsletters to demonstrate the board’s stewardship and governance role.

A transparent board is a successful board in the eyes of all stakeholders. While exercising due care around confidentiality, making meeting minutes available to appropriate parties is a best practice that enhances trust and organisational reputation.

Best Practices in Taking Board Meeting Minutes

Pre-Meeting Preparation

Effective minute-taking begins before the meeting starts. The secretary, or designated minute-taker, should review the agenda, familiarise themselves with the items to be discussed, and understand the objectives of the meeting. Gathering and reviewing past minutes and relevant documents can also provide context and enhance preparedness.

Some specific best practices in pre-meeting preparation include:

• Coordinate with the Chair and/or ED ahead of the meeting to confirm agenda items, determine if any background materials need to be pre-circulated, and understand if there are specific outcomes desired from the meeting.

• Review the previous meeting’s minutes to identify any unfinished business or action items to be followed up on. Make note if any items need to be carried forward into the upcoming meeting.

• Look at minutes from committees or sub-groups that have reported to the board recently. Note any recommendations or items requiring board discussion or approval.

• Scan any reports, proposals, budgets or data packs that pertain to agenda items. Having a basic familiarity ahead of time facilitates more accurate and focused minute-taking.

• Prepare a template with standard headings, a place to record attendance, and section for action items or decisions. This facilitates real-time documentation during the meeting itself.

Investing 15-30 minutes in targeted pre-meeting preparation will help the minute-taker participate more meaningfully and take more orderly, complete notes. Understanding the context enables them to focus on the substantive discussions and capture the highlights accurately.

During the Meeting

Recording Key Information: Always note the meeting’s date, time, location, attendees, and whether a quorum is present. Document motions, decisions, and action items clearly, indicating who is responsible for what and by when.

Some best practices for recording key information include:

• Note if board members join late or leave early for a portion of the meeting. The minutes serve as a record of attendance and quorum.

• Number and track action items along with owners and deadlines. This facilitates follow-up on outstanding items in future meetings.

• Record formal motions and resolutions and whether they were approved or rejected. Include key details such as effective dates, budget amounts approved, or parameters adopted as part of the motion.

• Document abstentions or objections to particular votes or decisions as relevant. This provides clarity on level of support/alignment for key board decisions.

• Where helpful, identify specific documents, proposals or data streams that were relied upon in making a given decision to create context around what influenced the board’s deliberation.

• Note any external parties such as auditors, consultants, or guests in attendance and the reason for their presence.

Objectivity and Clarity

Write in a neutral tone, avoiding subjective language or personal commentary. Focus on capturing the essence of discussions succinctly, ensuring that the minutes are clear and accessible to someone who was not present.

Some ways to maintain objectivity and clarity include:

• Avoid loaded terms like “heated debate” or “intense discussion”. Focus instead on simply summarising the substantive points made on various sides of an issue.

• Omit personal asides, jokes, or individual remarks that don’t pertain directly to the matters at hand. The minutes are not a transcript but a high-level record of official business.

• Steer clear of personal opinion or bias when summarising discussions. Even if certain participants were long-winded or diverged from the main issue, aim to synthesise comments in a balanced manner.

• Use clear, declarative language and avoid ambiguous terms that require interpretation. Strive for precision but retain readability.

• Define any acronyms or abbreviations used on first reference for accessibility. Write in complete sentences to enhance clarity.

• Maintain consistency in style over time - adopt a standard approach to documenting discussions, decisions, and actions vs. varying formats.

With practice, minute-takers can develop proficiency in distilling key discussion points objectively while still preserving necessary nuance.

Use of Templates

Employing a standardised template can streamline the process, ensuring consistency and covering all necessary components. This includes headings for agenda items, space for noting discussions, decisions, and actions, as well as sections for recording attendance and documenting the meeting’s opening and closing.

Benefits of using a standard minute-taking template include:

• Ensuring all important information is captured consistently - date, location, attendance, motions made, actions assigned, etc.

• Allowing those unfamiliar with the meeting to follow the flow - template guides the reader across agenda topics in logical sequence.

• Reducing effort needed for drafting minutes - using previous finalised minutes as starting point avoids recreating format.

• Facilitating review and approval of minutes - standardised structure is familiar across all meetings.

• Enabling tracking of action items across multiple meetings. Template provides consistency.

• Promoting accessibility for those unfamiliar with prior board proceedings and decisions.

• Supporting analysis of matters that recur across multiple meetings by designating standardised sections to particular topics.

While minute templates promote consistency and ease of use, care should be taken to avoid over-reliance on preset formats. Necessary additional details should be captured beyond the standard sections. Periodic review and revision of templates is advisable to ensure optimal utility over time.

Post-Meeting Process

Review and Clarification

Soon after the meeting, review your notes while the discussions are still fresh in your mind. Seek clarification on any unclear points to ensure the minutes accurately reflect what transpired.

Best practices in post-meeting review and clarification

• Allocate dedicated time soon after the meeting (next day ideally) while recollections are fresh to review your notes in detail before drafting the minutes.

• Flag any portions that are unclear or missing critical information while reviewing. Reach out to the chair, ED or other members to fill gaps while the details are still recallable.

• Consider sharing a summary of key decisions and action items with the chair/ED shortly after the meeting to validate understanding, before minutes are formally drafted.

• Review prior minutes as you draft your notes to maintain consistent language and proper context around past decisions being referenced.

• Define any organisational acronyms/abbreviations and provide brief explanations of referenced documents to ensure context and clarity.

• summarise or define technical terms from certain discussion topics for accessibility, but take care not to oversimplify complex subjects.

Taking the time for thoughtful review while memories are fresh allows creation of minutes that more accurately and thoroughly reflect the essence of meeting discussions and decisions.

Drafting the Minutes

Write the formal minutes in a clear, concise manner. Attach relevant documents rather than trying to summarise complex discussions in detail.

Guidelines for effective drafting of minutes

• Use a standard template/format consistently for efficiency. But customise if certain discussions warrant additional sections or details.

• Write in complete, grammatically correct sentences. Avoid shorthand, fragments, or relying solely on bullet points.

• Summarise debates objectively, but drill down into specifics if key details influenced a decision or align with previously agreed criteria/metrics.

• Call out recommendations or reports considered, motions proposed and votes taken but avoid verbatim recaps of conversations. Focus on decisions and actions.

• Attach copies of referenced reports, proposals, presentations, budgets etc. to provide context rather than summarising specifics.

• Use respectful, professional language even when parties disagreed - reflect tone aligned with the organisational culture.

• Omit details irrelevant to the governance record such as peripheral banter, jokes, or minor asides/opinions.

• Consider breaking very lengthy minutes into sections with clear subject-based headings to enhance readability.

The goal of drafting is to distill often complex or meandering discussions into concise minutes that still communicate sufficient context and details around substantive board decisions and actions.

Approval and Distribution

Share the draft minutes with the chair or president for an initial review, then distribute them to all board members for feedback. Official approval typically occurs at the beginning of the next board meeting.

Best practices for approval and distribution

• Transmit the draft to the board chair/president within 3-5 days after the meeting for initial review and feedback. Incorporate any necessary edits.

• Circulate the revised draft to all board members 7-10 days after the meeting to allow sufficient time for their review prior to the next meeting.

• Highlight any particular areas of the minutes where clarification or additional input is needed from specific members.

• Provide a reasonable deadline (e.g. 5 business days before the next meeting) for members to submit any corrections or additions to the minutes.

• Compile and address all feedback, making only essential edits prior to submitting for formal approval at the next meeting. Avoid extensive rewrites.

• Bring physical and/or electronic copies of the revised minutes to the next meeting for final approval by the board and signing by the secretary.

• Add approved minutes to the organisation’s records and provide copies to the ED, legal counsel or other authorised parties per established procedures.

Following a clear, consistent process for review, feedback incorporation and approval avoids errors and keeps minutes production and sharing on schedule. This supports effective board governance.

Common Pitfalls to Avoid

Over-Detailing

Capturing every comment or discussion verbatim can be overwhelming and unnecessary. Focus on the outcomes and decisions rather than the minutiae of conversation.

Pitfalls of over-detailing

• Transcribing entire conversations dilutes the most relevant and substantive points in excessive, irrelevant detail. This buries the real governance issues.

• Verbose minutes can reduce clarity by obscuring the critical facts, decisions and actions. Details should enhance context, not obscure it.

• Trying to record every point and comment during fast-paced discussions can actually reduce accuracy and completeness as the minute-taker struggles to keep up in real time.

• Minutes bogged down by attempts to capture trivial banter or peripheral remarks detract from the governance record and make key takeaways harder to identify.

• Excess documentation adds to the burden of future readers. Keeping minutes high-level and cogent respects others’ time and attention.

While discussions warrant just enough detail to understand how conclusions were reached, indiscriminate transcription is counterproductive. Discretion and brevity in minute-taking are virtues.

Inconsistency

Using varying formats or levels of detail across different meetings can lead to confusion. Maintain a consistent approach to ensure that all minutes are comparable and coherent.

Problems resulting from inconsistent minute-taking practices

• Lack of uniform structure makes it hard to compare status across different time periods. Standardised sections facilitate trend analysis.

• Failing to maintain similar levels of detail in documenting decisions obscures context and precedence when reviewing past minutes.

• Mixing summarised and highly detailed recordings of discussions from one period to the next provides an imbalanced view versus capturing consistent depth.

• Varying terminology for common items (motions vs. resolutions, old vs. new business, etc.) creates unnecessary confusion.

• Spotty adherence to templates or formats requires readers to re-orient themselves when consulting each set of minutes. Consistent layout promotes clarity.

While some flexibility is required meeting-to-meeting, consistency should be the default to avoid inadvertently misrepresenting the board’s activity and direction over time.

Delay in Distribution

Timely sharing of minutes ensures that board members are reminded of decisions made, actions required, and provides an opportunity for any corrections or clarifications before the next meeting.

Problems resulting from delays in distributing minutes

• Details, assignments, and deadlines slip through cracks when minutes are only reviewed right before the next meeting, sometimes months later. Critical follow-up is missed.

• Members may struggle to accurately recall nuances of past discussions without prompt minutes distribution to jog their memory, resulting in faulty corrections.

• Slow minute turnaround deprives management, staff and other stakeholders of timely insight into board directives needed to guide their work.

• Spotty practices jeopardise governance transparency and board member accountability. Lags leave decisions inadequately documented.

• Legal or compliance risks arise if regulatory obligations are not tracked and fulfilled due to latent minutes production and review.

To uphold strong governance, good practices dictate drafting and circulating minutes soon after meetings, not right before the next one. This keeps board business moving forward proactively.

Legal Considerations and Ethical Standards

While the primary function of board meeting minutes is to record decisions and actions, it’s essential to balance transparency with discretion. Sensitive information, particularly related to personnel matters or legal issues, should be handled with care to protect privacy and confidentiality.

Several important legal and ethical considerations relate to board minute content:

• Discussions linked to personnel, litigation, or compliance matters should not be detailed in public minutes. A separate confidential record should document sensitive matters.

• Legal guidance should be secured to determine if any public statements on legal disputes or investigations are advisable vs. citing attorney-client privilege.

• Disciplinary or termination decisions should avoid specifics and not violate employee privacy rights or jeopardise severance negotiations.

• Discussion of prospective business deals, contracts or partnerships may necessitate confidentiality if premature disclosure could impact negotiations or provide advantages to competitors.

• Personal opinions, criticisms or politically charged comments regarding staff or community groups generally should not be included.

• Declining to record votes, objections or abstentions by name preserves collegiality and focuses on issues not personalities. Attributing every view risks chilling open debate.

• Grant applications that require confidentiality as part of the competitive process should only reference receipt or submission in public minutes, omitting details.

Boards should adopt formal policies codifying best practices for record-keeping aligned with legal/ethical norms. Training for secretaries on appropriate exercise of judgement is key.

Incorporating Technology

Advancements in technology have introduced new tools and software designed to facilitate the minute-taking process. From digital recording devices to board management software, these tools can help streamline the process,improve accuracy, and ensure secure storage and easy retrieval of minutes.

Some specific technologies to consider include:

Digital Recording

Recording meetings creates an objective log of discussions that can support minute-taking accuracy and resolution of discrepancies. Written summaries can be indexed to time-stamped location in audio/video files. Recordings augment minutes but do not replace the need for thoughtful documentation of decisions and actions. Discretion is still required for sensitive matters. Cloud storage of recordings enhances security and facilitates remote access by authorised parties unable to attend live meetings.

Collaboration Platforms

Services like Dropbox, Google Workspace, Microsoft 365 and meeting apps like Zoom facilitate collaborative minute drafting and review. Features to leverage include document co-editing, comment/suggestion tracking, version histories, approvals/e-signatures, and user permission controls. Centralising minutes and board materials on secure, access-controlled platforms enables more efficient oversight.

Searchable Minutes

Maintaining minutes in digital formats enhances the board’s ability to efficiently research past deliberations for precedents. Optical character recognition can make scanned printed minutes searchable. Natural language processing and AI are likely facilitate smart searching based on semantic content.

Questionable practices, assertions can be quickly cross-checked across past minutes to identify inconsistencies. Institutional memory is preserved digitally through keywords and queries vs. reliance on recall or physical record retrieval.

Backup & Archiving

Cloud services make it easy to implement redundancy, versioning and failover to safeguard critical board records. Minutes stored digitally simplify long-term archiving requirements. Machine readability future-proofs records against obsolescence. Emerging technologies like AI, machine learning, speech-to-text, data visualisation and security analytics will continue advancing minute creation, analysis and protection capabilities in the future.

The Art and Science of Minute-Taking

Creating accurate, properly formatted minutes that meet legal requirements while concisely capturing the essence of often complex board discussions is both an art and science mastered through deliberate practice.

Excellence in minute taking stems from:

• Expertise in governance protocols, legal standards and organisational operations to discern what details merit inclusion.
• Active listening, research and preparation to correctly follow/document proceedings.
• Objectivity and neutrality in summarising discussions and debates.
• Consistency in structure, formatting and level of detail across meetings.
• Timeliness in drafting, reviewing, revising and approving finalised minutes.
• Judgment in balancing transparency with discretion around sensitive matters.
• Technology skills to utilise tools that aid efficiency, accuracy, accessibility, security and analysis.
• Continual improvement based on feedback, self-assessment and adoption of updated best practices.

As stakeholder demands for accountability, transparency and engagement increase, the practices around board minute-taking must continually evolve and improve in parallel. At their best, minutes serve as far more than bureaucratic records. They provide insightful, accurate at-a-glance visibility into the board’s stewardship on behalf of the organisation and the public interest.

Templates

Minutes Template (with Examples) - Microsoft Word format

Minute Taking Policy - Microsoft Word format

Further Resources

Free Minute Taking Course

How to Present to the Board of Directors

Who Should Control the Reporting of Information to the Board?

Board Members with Ego

Dealing with Difficult Directors in your Boardroom