Secretaries of nonprofit corporations have the sometimes unenviable and unrewarding responsibility of making sure that minutes of meetings of the board of directors are taken and maintained. Here are some practical tips and suggestions for writing the minutes that I have accumulated over time and revised over time. These are not hard-and-fast rules, and reasonable people may disagree with me about some or all of them.
- Note whether the meeting is a regular meeting or a special meeting. A regular meeting is one that is scheduled by the board. A special meeting is one called by an officer or one or more individual directors as authorized by the articles of incorporation, bylaws, or the state statute governing nonprofit corporations. If it is a special meeting, note who called it and how.
- Note the date, time, and place of the meeting to show consistency with the notice of the special meeting or with the board resolution scheduling the regular meeting.
- Include the names of all directors attending the meeting. If a director attends by telephone conference or videoconference, note it. If a director arrives late or leaves early, include some indication of which actions were taken while he or she was there and which were taken while he or she was absent.
- There is no need to include the names of directors who make or second motions, and there is no need to summarize discussion or debate. Simply record the action or resolution that was proposed and whether the board approved it or rejected it.
- Make sure you record the precise wording of a proposed action or resolution. Write it down and read it back to the directors before they vote on it, and make sure it is worded in a way that calls only for a yes or no vote. In meetings of boards that operate under informal rules of order (as most do and should), the proposed action or resolution can sometimes change even while a vote is being taken. Make sure you end up with a simple “yes” or “no” vote (or an abstention) on the same proposal from every director.
- There’s no need to record the final tally of a vote; simply note whether the proposed action or resolution was approved or rejected. However, if a director requests that a record be made of how individual directors voted, go ahead and comply with the request.
- If a director is recused from taking part in a decision, you should note that the director took no part in the discussions, preferably that the director was not present during the discussions (if true, of course), and did not vote.
- It’s a good idea to end the minutes with a note that the meeting was adjourned, but it’s not necessary to include the time.
- Have the minutes approved, either at the next meeting or by unanimous written consent between meetings, and then attach and sign a secretary’s certificate stating when and how the minutes were approved.