How to Take Minutes at a Board Meeting

Taking good meeting minutes at a board meeting is an important

and fulfilling role. Board meeting minutes are more than a general
accounting of board discussions; they serve as an official and legal
record of the meeting of the Board of Directors. Minutes are used
in a variety of ways including tracking progress, detailing future
plans, and serving as a reference point. Among other things, your
meeting minutes should reflect a record of motions, votes, and
abstentions.

Taking Board Meeting Minutes – Step by Step

In your role as secretary, you’ll essentially have four steps involved
with recording effective meeting minutes. You’ll need to spend a
little time planning before the meeting, take notes during the
meeting, and write a formal report after the meeting. You’ll also
be responsible for filing and sharing the minutes of each meeting.

Step 1: Preparation for the Board Meeting

Every organization records their minutes a little bit differently.
Have a discussion with the board president about any current or
expected formats that you are expected to use. Review past
meeting minutes to use as a template. Ask the board president for
a copy of the meeting agenda, including the names of all
attendees, including guests or speakers.

Step 2: Taking a Record of the Board Meeting

Unless your organization requires you to type notes at the
meeting, you can either type them out or write them longhand.
The two most important things to know when taking the record of
the meeting is what information to record and how to present it.
Meeting minutes 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
How you detail the discussions during a board meeting is as
important as making sure to include all of the information in the
bullets shown above. For each agenda item, write a short
statement of each action taken by the board, along with a brief
explanation of the rationale for their decision. If there are
extensive arguments, write a succinct summary of the major
arguments.

Record discussions objectively, avoiding 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, 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 used as legal evidence of the facts they
report. Document board discussions to accurately reflect the
actions and intentions of the board directors. 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, you will want to write the formal record when
everything is still fresh in your mind, so prepare the record as soon
after the meeting as you possibly can.

Step 3: Writing the Official Record of 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 that the minutes are succinct, clear, and
easy to read.

It’s better to attach meeting handouts and documents that were

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 meeting minutes are fully written, you are responsible
for making them official by having the board se cretary sign them.
Your organization may also require the president’s signature.

Follow your organization’s by-laws and protocols for storing

minutes. It’s a good idea to have back-up copies either in print, a
hard drive, or (best case) a board portal.
The secretary also has the responsibility for sharing minutes. Make
sure the president has approved the minutes before sharing 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-not 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 process associated with proper documentation of
meeting minutes, many organizations find using a tool, such
as board portal software, helps make this work easier and more
efficient, and can ultimately elevates organizational performance.
As serious as the job is, the task of taking and preparing minutes is
a rewarding and edifying experience.
Some of the major components of a business meeting are : 1.
Notice of Meeting, 2. Agenda of Meeting and 3. Minutes of the
Meeting

Notice of a Meeting:
When a meeting is to be convened, a notice is required to be sent
to all who are to attend it.

It should satisfy these conditions:

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1. It should be under proper authority

2. It should state the name of the organisation

3. It should state the day, date, time, and place. Also, sometimes,
how to reach the place

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4. It should be well in advance. Some require seven days’ notice,

some 48 hours’

5. It should state the purpose and, if possible, the agenda

6. It should carry the date of circulation and
convener’s/secretary’s signature

7. It should go to all persons required at the meet

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8. It should mention the TA/DA etc. payable and the

arrangements for this

In practice, it is necessary to ensure that the notice has reached

in time. This may be done telephonically. Dispatch section and
post are prone to delays

We often find that between the date of a letter from a major

public organisation and the post mark on the letter, there is a gap
of 10-12 days. A notice that should reach seven days before a
meet should not reach seven days after the meet.
Agenda:
As stated earlier, an agenda is the list of items to be considered at
a meeting. It is also called business or order of business. It comes
from the Latin word agendum (singular) which means ‘a thing to
be done.’ But agenda (the Latin plural) is used as a singular
noun.

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It is the route map of the meeting. The specimen notices above

already contain a hint of how it is written. The agenda may be a
part of the notice or may be attached as an annexure. The
convenor/secretary prepares it in consultation with the
chairperson and gets his approval.

The items of agenda should cover all that is necessary to be

considered at that time. Meetings take time and effort to arrange;
hence the agenda has to be well thought out.

The items may be devised from:

(a) Previous minutes

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(b) Suggestions received

(c) Actions and events since last meeting

(d) Correspondence of the organisation

The agenda contains routine items as well as special ones.

Here are some guidelines for listing the items:

1. Apologies from absent members (need not be written
previously)

2. Condolences if any (may or may not be written previously)

3. Reading and approval of minutes of the last meet

4. Matters arising out of previous meet’s minutes (this need not

always be mentioned)

5. Urgent and non-controversial items

6. Matters requiring closer discussion and debates

7. Any new, on-the-spot items with the approval of the chairman

8. Date of the next meet.

The last item in a meeting is a vote of thanks to the chairman but

this need to be mentioned. The items are mentioned briefly or
elaborately according to the practice or need.

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The style used is as follows:

(i) Appointment of auditors

(ii) Induction of new members

(iii) Reading of minutes

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(iv) Felicitating so-and-so on the award of Padmashri to him/her

OR

(i) To read and approve the minutes of the previous meet

(ii) To consider the advertisement draft

(iii) To organize a blood donation camp

(iv) To appoint sub-committees for sports competition and music

competition

The agenda should be manageable within the time at disposal.

Some clubs have a time limit for the duration of a meeting (e.g.
90 minutes), which automatically dictates the scope of
discussion.
Minutes of the Meeting:
The minutes of a meeting are the record of the
discussions/decisions therein. They have an official status; they
are useful in law, and in some cases required by law to be
written. Minutes are final when they are approved by the
members of the group to which they relate, generally in the next
meeting, and signed by the chairperson.
Even if there are emotional moments in a meet, the minutes are
written in an unemotional manner, are cool, factual, impersonal,
and impartial. Moreover, such are the demands of time on most
people that the minutes should be concise, boiled down to the
essentials.

Only some organizations’ require that they record the detailed

discussions as well (i.e. who said what and what were the
reactions… until the decision was reached). Normally, the body
of the minute’s records.

(a) The motions and amendments thereto

(b) The proposer and seconded of motions

(c) The details of voting, if any

(d) Recommendations

(e) Decisions/ resolutions

(f) Tasks assigned to individuals, sub-committees

The overall minutes should give:

1. The name of the organisation/ unit

2. Day, date, time and place

3. Number in order (e.g. 33rd meeting of…)

4. Names of chairperson and secretary
5. Names of members present

6. Names of the absent

7. Attendees by special invitation, e.g. auditor, caterer, etc.

8. Record of the transactions (on the guidelines given above)

9. Signature of secretary and, after approval, that of the

chairman.

Tips for writing minutes:

The minutes are written generally by the secretary from the notes
taken during the meet. He/she can use the agenda as the
framework for writing them and use short forms, shorthand etc.
to take quick and accurate notes. He may have to ask members to
repeat their words to get them right.

He should note down all the particulars needed for the fair copy
of minutes. The items of the minutes can be written under short
headings such as are used in the agenda.

(As for reading them, some committees circulate them in

advance and take them as read. Otherwise the reader should read
them loudly, clearly, and quickly.)

Style wise, they use one of these constructions:

a. It was resolved that the minutes of the previous meeting be
approved.
b. It was decided that a sub-committee be set up to consider

c. Resolved that a blood donation camp be held on 15th August.

(The verb is used in the subjunctive mood: “be done, be
appointed”, etc.)
Alternatively, the description is given in the past tense:
1. Minutes of last meet:
The secretary read out the minutes of the meet dated… and they
were approved.

2. Donation received:
The chairman informed that he had received a donation of Rs.
50,000 from ex-member Mr. Gopal Rathi.

At the time of approval, the chairman asks, “Do you accept the
minutes as they stand?” OR “Any matters arising out of the
minutes?”

Your ability to write good minutes can earn you a prize position
in an organisation. Also, if you hold a position and do not know
how to write minutes, you may face embarrassment.
Conferences:
To confer means to consult and a business conference is the
coming together of people who have a common business aim
with a view to consult, advice or recommend. Compared to a
meeting, a conference is informal and often much larger. Its
purpose is less well-defined than that of a meeting.

An organisation may hold regular conferences (say annual)

where the delegates get together to exchange their views, discuss
their experiences and pool together their ideas. Sharing is the
prominent feature of a conference.

Examples of conferences are — life insurance advisors’

conference, scooter dealers’ conference, small businessmen’s
conference, paint manufacturers’ conference, etc.

The delegates are enriched by the presentations of formal

speakers as also by the informal discussions. For a committee to
be effective it should have about seven members whereas a
conference may have 15-20 participants or more.

Advantages of conferences:
(i) Views and experiences are exchanged

(ii) Different sides of a common problem are presented.

(iii) The management may meet and consult with special groups
such as dealers, clients, trade union leaders.

(iv) Expert speakers may advise and illuminate the delegates.

(v) New developments and new strategies can be presented.

(vi) Doubts can be cleared.

(vii) Employees get motivated through participation.

Disadvantages of conferences:
(i) When employees are invited to a conference, their self-
importance may overshoot and the management may appear
dependent on their views.

(ii) If an employee is called to a conference above his level of

understanding, he may feel out of place.

(iii) If the leader of the conference is ill-prepared, he may not do

justice to the issues.

Types of conferences:
On the basis of purpose, conferences may be classified
thus:
1. Informational conference:
In this type of conference, the object is to give information to the
juniors. New policies, new technologies, reorganization etc. can
be conveyed down the line. This is a type of downward
communication.

2. Conference on a suggested solution:

A problem or situation facing the company is discussed with a
possible solution. The management generates a discussion on the
suggestion to know its merits.

3. Problem-solving conference:
Here there is no ready solution but ideas are invited from the
participants and thrown open for discussion.

4. Conference for budgeting/ forecast/ estimate:

When a company wants to set a target and wants the employees’
cooperation, such a conference is called. Taking into
consideration the company’s overall goals, the budget/ forecast/
estimate is discussed.

Since the employees are involved in the forecast, they can talk of
their respective environments. Also, it is easier to get their
cooperation and commitment after such a conference.

5. Conference for training:

Training is an ongoing activity in a progressive organisation.
Conferences are called to train executives in new areas of
expertise. A bank may arrange for training conference on
industrial rehabilitation for its field officers.