Meeting Minutes
Why are meeting minutes so important?
Meeting minutes are very important because they function as legal records of your affiliate and as a historical reference. Minutes are considered legal documents by auditors, the courts and the IRS, and represent the actions of the board. Minutes should also be recorded during Executive Committee meetings.
Rules of Order
Rules of Order help maintain order at meetings by placing everyone on the same footing and speaking the same language. Robert's Rules of Order is the most widely used parliamentary authority at board meetings. These procedures include an overview on how to prepare and file meeting minutes. There are also other parliamentary authorities that your affiliate can adopt, but whichever one is chosen, it should be documented in your affiliate bylaws.
Who is responsible for taking minutes?
In most cases, the affiliate secretary is responsible for taking minutes at board meetings, membership meetings and/or committee meetings. Draft minutes are distributed to board members for review. If there are any changes, the secretary amends the minutes and distributes a new version to board members. Once the minutes are approved by board members, they are filed with your affiliate’s permanent records.
Preparation of Meeting Minutes
The minutes of each meeting are a permanent record of events and actions for future reference. And as such, minutes should record what is done, not what is said. Although there is no standard for the level of content and format for board minutes, they should at least include the following information:
- The date, time and location of meeting.
- Whether the meeting is a “regular” or “special” meeting.
- The participant’s names.
- Whether or not a quorum is present.
- A notation if someone left or returned to the meeting room.
- The actions taken.
As a general rule, there should be sufficient information to describe how board members came to the decisions. However, if there are controversial issues, litigation and matters involving substantial amounts of money being discussed by board for example, than more detailed notes would be appropriate including any decisions or actions made.
Keep in mind that board minutes can be used as evidence. Therefore, the minutes should support the fact that the Board acted appropriately at all times and gave important issues due consideration. Phrases like “after the board’s lengthly discussion” or “following much deliberation by the board” can be useful.
Some tips for preparing meeting minutes include:
- Make sure the minutes are carefully drafted.
- Content should be clear and concise
- Each motion/main topic on the consent agenda and regular agenda should be a separate paragraph.
- Action items recorded in the minutes should include who has the authority to carry out the action.
- In the draft version, leave a wide margin on the right in case there are any necessary corrections.
- Once approved, minutes should be signed by the affiliate secretary. Some affiliates may also want minutes counter-signed by their president.
- Distribute final copy to board and file with permanent records. It’s a good idea to keep all minutes in a binder or notebook and keep a permanent electronic copy.
What is a Consent Agenda?
A consent agenda is a business practice in which everyday and non-controversial board action items are dealt with apart from the rest of the meeting agenda and approved as a group. This includes all of the affiliate items that require board approval, but there is no need for board discussion on each item before taking a vote. For example, if a committee report includes an action item that is not out of the ordinary, there may be no value added by engaging the board in any discussions about the change.
The primary purpose of using a content agenda is to save the board time by focusing on substantive topics that need discussion. The use of content agendas allows a vote on one action rather then taking the time to vote on individual items.
The consent agenda usually appears at or close to the onset of the meeting so that items can be removed if necessary and placed on the regular agenda. All board members must agree to place items on a consent agenda. If one member wants to engage in discussion, then the issue must be placed on the regular agenda. It is good business practice to provide all consent agenda information to the board members in advance so that they have time to review items and request for items to be put on regular agenda for discussion if they so desire.
Do’s / Don’ts•List the date, time, location, type of meeting, facilitator, attendees and time of adjournment.
•Capture the decisions, action items including person it was assigned to and open issues from a meeting.
•Use consent agenda for items not requiring individual attention.
•At the end of the meeting recap the decisions, action items and open issues and ask if anything important has been overlooked. / •Don’t include editorial opinion or comments.
•Don’t change the meeting minute format from month to month. Be consistent!
•Don’t wait too long to prepare the minutes; Prepare them while your memory is fresh.
Note: The Affiliate Secretary “Minutes Worksheet” is available on the ISM website to assist you in recording accurate meeting minutes. Once it is completed, use it to type the minutes into an official legal document. To download the worksheet, go to and click on Affiliate Support→ Affiliate Support→ Affiliate Leadership Training and Administration Information→ Leadership Training→ Courseware Materials Available From Affiliate Support→ Meeting Minutes→ Templates→ Affiliate Secretary Meeting Minutes Worksheet.
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