As commonplace as it is for board secretaries to take nonprofit board meeting minutes, it may surprise you that boards of directors are not legally required to take minutes at all. Taking minutes with board meeting software has become a best practice to support good governance.
Here, you’ll discover everything you need to know about board meeting minutes and how to take them with examples and a meeting minutes template.
What Are Board Meeting Minutes?
Board meeting minutes provide a record of what happens during a board meeting. Nonprofit board minutes, which typically fall under the responsibility of the board secretary, detail the board’s actions, decisions and key deliberations in connection with the agenda in narrative form. Below, you’ll find a few examples to help answer the question, “What do board meeting minutes look like?”
Examples of Board Meeting Minutes
While nonprofit board meeting minutes follow a similar format, there is no overarching standard for how to write minutes. The following examples will give you a general idea of how other nonprofits approach taking minutes.
Printable Board Meeting Minutes Template — Nonprofit
A free board meeting minutes template for nonprofits gives your board a good place to start when establishing a process for taking minutes.
Printable Template for Board Meeting Minutes from BoardEffect
Members of organizations are entitled to obtain certain records like financial reports and meeting minutes. More importantly, board directors have legal and fiduciary duties, so it’s important to have a record of the actions that the board took during meetings.
In addition, the minutes of board meetings serve as guidance for the board as they plan and make strategic decisions. Taking board meeting minutes using a specified format and template also serves as legal protection for the board and the organization.
Need a PDF or printable nonprofit board meeting template to share with colleagues? Download your copy here.
What Information Do Board Secretaries Need to Record?
The most important part of the minutes is documenting an accurate account of board members’ actions during the meeting. Secretaries will also want to include a statement of whether the minutes of the previous meeting were read and approved.
When writing board meeting minutes, secretaries should include an overview of what took place at the meeting without being overly wordy. It should include items such as:
- The meeting’s date, time and location
- Whether it was a regular or a special session
- A list of the presiding officer, directors, staff, guests and other attendees
Designating the percentage of present members constituting a quorum is not necessary. The secretary only needs to document whether a quorum does or does not exist.
You will find a more comprehensive list of items to include in board meeting minutes later in the article.
Writing Board Meeting Minutes: Step by Step
Effective minute-taking requires the secretary to take four steps. The steps include:
- Planning before the meeting
- Taking notes during the meeting
- Writing a formal report after the meeting
- Filing and sharing the minutes of each meeting
Step 1: Preparation for the Board Meeting
In learning how to take board nonprofit meeting minutes, it’s important to note that every organization records its minutes a little bit differently. The board president can fill the secretary in on any expected meeting minutes formats they should use. Secretaries can also review past meeting minutes and use them as a template. The board president will have a copy of the meeting agenda and the names of all attendees, including guests or speakers.
Step 2: Taking a Record of the Board Meeting
Unless your organization requires the secretary to type notes at the meeting, they can either type them out or write them longhand. A strong board meeting minutes template can help maintain more structured minutes. The two most important things to know when writing board meeting minutes are what information to record and how to present it.
To take effective meeting minutes, the secretary should include:
- Date of the meeting
- Time the meeting was called to order
- Names of the meeting participants and absentees
- Corrections and amendments to previous meeting minutes
- Additions to the current agenda
- Whether a quorum is present
- Motions taken or rejected
- Voting-that there was a motion and second, and the outcome of the vote
- Actions taken or agreed to be taken
- Next steps
- Items to be held over
- New business
- Open discussion or public participation
- Next meeting date and time
- Time of adjournment
Detailing the discussions during a board meeting is as crucial as including the information in the bullets above. For each agenda item, write a short statement of actions taken by the board and a brief explanation of the rationale for the activity. If there are extensive arguments, write a summary of the significant ideas.
When writing board meeting minutes, record discussions objectively and avoid inflammatory remarks and personal observations. A good way to do this is by avoiding adjectives and adverbs whenever possible. Check your language to be sure that it is clear, unambiguous and complete.
As noted earlier, nonprofit board meeting minutes are an official and legal record of the board meeting. In a legal arena, meeting minutes are presumed to be correct and can be legal evidence of the facts they report. Boards have legal liability, so keep information basic and language simple to avoid any legal complications that place the organization at a disadvantage in any legal proceedings. Use names only when recording motions and seconds.
After the meeting, the secretary will want to write the formal record when everything is still fresh in mind. It helps to prepare the document soon after the meeting.
Step 3: Writing the Official Record of the Board Meeting Minutes
Review the agenda to gain the full scope of the meeting. Add notes for clarification. Review actions, motions, votes and decisions for clarity. Edit the record so the minutes are concise, clear and easy to read.
It’s better to attach meeting handouts and documents referred to during the meeting to the final copy rather than summarizing the contents in the minutes.
Step 4: Signing, Filing and Sharing Minutes
Once your board meeting minutes are fully written, you are responsible for making them official by having the board secretary sign them. Your organization may also require the president’s signature.
As part of knowing how to take minutes for a board meeting, you should always follow your organization’s by-laws and protocols for storing minutes. It’s a good idea to have backup copies either in print, a hard drive, or (best case) a board portal.
The secretary also has the responsibility for sharing minutes. Ensure the president has approved the minutes before sharing them in print or online.
Helpful Tips for Taking Board Meeting Minutes
- Use a template
- Check off attendees as they arrive
- Do introductions or circulate an attendance list
- Record motions, actions, and decisions as they occur
- Ask for clarification as necessary
- Write clear, brief notes rather than full sentences or verbatim wording
- Maintain the same verb tense
Common Mistakes in Taking Board Meeting Minutes
- Failure to document a quorum
- Ambiguous description of board actions
- Including information that could harm the board in a legal sense
- Lengthy delays in providing minutes after a meeting
- Delays in approving minutes from past meetings-missing mistakes
- Failing to file and manage documents
- Failing to get documents signed, so they serve as an official and legal record
Always be mindful that the purpose of taking meeting minutes is to reflect the true intentions of the board and that they are an official and legal record. Given the breadth of detail and complexity of the process associated with proper documentation of meeting minutes and learning to take minutes for a board meeting, many organizations find using board portal software helpful. Board portal tools help make this work easier and more efficient, ultimately elevating organizational performance.
As serious as the job is, taking and preparing minutes can also be a rewarding and edifying experience.
Board Meeting Minutes Best Practices
The exact format of board meeting minutes varies by the organization, although best practices for governance indicate that all meeting minutes should contain the basic information we bulleted in Step 2 as noted earlier in Taking Board Meeting Minutes: Step by Step.
Best practices also encourage boards to do the following:
- Obtain information from the board president about attendees, guests and any speakers or special presentations.
- Review the past meeting’s minutes and gather any documents for the meeting.
- The board secretary and board president should concur on the agenda and finalize it.
- Be consistent in the method of reporting so that the information is reliable.
- Carefully document any decisions the board makes.
- Document any next steps the board needs to take.
- Keep your statements short and concise.
- Utilize the minutes to track action items and follow-ups.
What Should Not Be Included in Meeting Minutes
Not everything should be included in nonprofit board meeting minutes. The wrong entries could pose problems for boards later on.
These are some of the things board secretaries should leave out of board meeting minutes:
- Abbreviations, acronyms, and jargon unless the meaning is obvious
- Judgmental comments
- Personal observations about members at the meeting
- Notes about personal arguments
- Statements with political undertones
- Exact discussions where lawyers gave legal advice
- Words of praise
As noted previously, board meeting minutes serve as legal records in a court of law. Discussions, comments, and direct quotes by board members could someday be taken out of context or be misinterpreted in court hearings. In the event of a lawsuit, the opposing counsel will be looking for weaknesses detailed in board meeting minutes. Too much information can lead to legal risks.
Board Meeting Minutes Legal Requirements
Governance for nonprofits falls under state laws. Each state has its own mandates for registering a nonprofit. In most states, nonprofit boards are required to take and record board meeting minutes. It is best to store meeting minutes with other books and records.
States do not list requirements for how nonprofits must take minutes. Board secretaries routinely rely on best practices for meeting minutes as standard practice for recording meeting minutes properly.
Frequently Asked Questions (FAQs)
How Detailed Should Meeting Minutes Be?
It is not appropriate to record everything board members say at a meeting. Minutes should only summarize the major points of a meeting relative to the board’s actions and decisions.
When Should Board Meeting Minutes Be Distributed?
Board meeting minutes should be distributed as soon as possible after the meeting so board members have sufficient time to review them and make corrections before voting to approve them. BoardEffect streamlines the process of getting minutes distributed and approved, as it all happens electronically.
What Is the Purpose of Board and Shareholder Meeting Minutes?
The purpose of board meeting minutes is to record motions, decisions and key discussions in connection with the board meeting agenda.
Who Should Take Minutes at a Board Meeting?
Any board member can take board meeting minutes, although it is typically the responsibility of the board secretary.
How Do Boards Approve Minutes at a Board Meeting?
At the start of a board meeting, boards must approve meeting minutes for the previous meeting. A unanimous consent vote must approve minutes.
Preparation for Board Secretaries: Using a Board Meeting Template
The board secretary and president should agree on the board minutes’ content. They should also decide what to leave out to protect the board and its directors from legal liabilities.
Board secretaries can prepare for meetings by reviewing formats of past meeting minutes and using templates for sample board meeting minutes. Templates will have areas to fill in pertinent information, such as the date, time, and regular agenda items, with flexibility for adding new items. It helps to review formats for nonprofit board meeting minutes that other organizations have used successfully.
Before each meeting, the board secretary will need to obtain information from the board president about attendees, guests, and any speakers or special presentations. The secretary will also want to review the past meeting’s minutes and gather any documents for the meeting. Finally, the secretary will work with the board president to set and solidify the agenda.
Some Final Words About Board Minutes
Templates and formats are essential tools for board secretaries. Why not use them to take much of the work from recording board minutes? A good rule for minute-takers is recording a statement for every board action to avoid being overly wordy.
Hopefully, your board meeting minutes will never be evidence in a court of law. If they are, however, using these tools, your board can rest assured that the minutes accurately reflect board business.