Board secretaries play a central role in managing governance for board directors. The secretarial position is one that guides the board toward best practices and making sure that all board directors are fulfilling their fiduciary responsibilities. In addition to taking minutes, the board secretary is often the “go-to” person for the other board directors when they don’t know what to do or how to handle things.
Recording and writing meeting minutes is swift and easy when the rest of the board cooperates fully and in a timely manner. Unfortunately, that isn’t always the case, which causes pain points in various steps in recording minutes properly. Even the most experienced secretaries experience high frustration in getting the minutes written and approved.
Despite any frustration, it’s important that boards record meeting minutes in a timely and accurate way. Secretaries can alleviate many of the associated pain points in minute-taking by getting a little help from technology.
What’s So Difficult About Taking Notes for the Minutes?
Most people agree that taking minutes is easier when they have a process to follow. Having a template or program to follow takes the headache out of formatting and allows minute-takers to focus on the content.
It’s not difficult to find basic templates for meeting minutes. Minute-takers may use templates to start. Eventually, it’s best to customize meeting minutes according to the organization’s size, needs and other processes.
Those who are new to taking minutes will find that there’s some disagreement with how detailed meeting minutes should be. There are no legal requirements for how detailed board meeting minutes should be. Most lawyers suggest that boards only record actions, decisions and a description of how they came to their decisions so that nothing may be misconstrued in court.
The Purpose of Meeting Minutes
Meeting minutes provide an official and legal record of the board’s actions and decisions. Another purpose of meeting minutes is to reflect the board’s true intentions, which is why it’s important to provide a “paper” trail on how board deliberations led to their decisions.
At any time, board meeting minutes could be called into court to defend the board against a legal matter. The outcome of the case could depend upon the statements contained in the minutes. Poorly written minutes don’t offer clear facts and could leave things open to interpretation. Many attorneys believe that adding too much detail leads to subjectivity, so they advise that less is more.
Minute-takers should also be aware of the legal standards for board behavior. Board directors should act as an ordinary prudent person would under the same situation. The minutes should reflect board members’ behavior in light of that definition. As long as board directors are managing their duties responsibly, minutes should demonstrate that directors aren’t misusing their power and that they regularly act in ways that are honest, ethical and in good faith.
Nonprofit Board Directors and Liability
Although it doesn’t happen very often, nonprofit board directors can be held personally responsible for board decisions, just like for-profit board directors. In fact, nonprofit board directors can be sued even after they leave the board for actions and decisions they took as board directors. Duty of care means that board members must perform due diligence of all matters before making decisions or rendering judgment. Responsibility falls on the corporate secretary to record the minutes in such a way as to prove that board directors are meeting their fiduciary obligations.
Whenever the actions or inactions of a nonprofit board director are in question, courts first turn to the meeting minutes, which are discoverable in a lawsuit. The plaintiff bears the burden of showing that meeting minutes aren’t accurate or valid.
This is why board meeting minutes offer protection for board members when they’re recorded appropriately.
Recording How the Board Arrived at Decisions
Courts consider various things before they make a decision for or against a board member. Courts will explore whether board directors exercised a sufficient level of duty of care. They’ll want some proof that the board considered the matter from all perspectives and gave the matter due diligence in arriving at their decision.
While nothing in court is certain, nonprofit boards give themselves the best chance at proving their innocence when the meeting minutes contain information that is correct and relevant. Courts may rule in board directors’ favor when they can demonstrate that their decisions are prudent and reasonable, and they can demonstrate their rationale, even when issues cropped up that caused the lawsuit.
To offer support for nonprofit board decisions, it’s good practice for minute-takers to note how much time the board spent on each agenda item. This is a pain point because it takes extra time and attention for the minute-taker, but it’s important because it shows how much time boards give their decisions.
How Minute-Taking Software Relieves Corporate Secretarial Pain Points
Minutes is a software program that makes it easier for minute-takers to multitask as they listen and record meeting minutes, so that they capture all the pertinent information and document it properly. Minutes is an online tool with a template for meeting minutes that makes it simple and easy to transfer information from the agenda to the writing of the minutes.
Using the software, secretaries can move sections around or retitle them during the meeting or later if they choose to. This feature eliminates the pain point of changing things and having to reprint minutes. Secretaries can also record the amount of time that boards spend on discussion items, which alleviates one more pain point.
When board directors agree to take action on items during meetings, the secretary can create an action item and add automated reminders until the item is completed. This valued feature helps to assign and monitor responsibility for board actions.
Another issue that courts may hold boards accountable for is keeping matters confidential. Diligent Minutes for BoardEffect has a high level of security built right into the program. As an added security measure, Minutes has granular permissions, which means that board administrators can set up the program so that only those who need access to the program can access it.
Overall, Minutes alleviates all of the pain points that cause board members not to want to fill the secretarial position.