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What Minutes are

In a formal sense, minutes are the historical record of an officially convened meeting of an organized decision-making body, such as a board of directors, municipal council, or executive committee. Informally, the term minutes can ex-tend to mean a summary of a meeting of a group that is not formally organized, and may or may not have collective decision-making powers. Minutes should generally focus on decisions and actions taken by the group, and may also capture the thought process that led to decisions.

Purpose of Minutes

The purpose of minutes is to provide an accurate, impartial record of the business transacted at a meeting. Properly constructed minutes provide a record of corporate decisions, reflect director dissent where appropriate and offer guidance for future board action. They should be clear, concise, impartial and free from any ambiguity and they also serve as a source of contemporaneous evidence in judicial or regulatory proceedings.

Regardless of the subject matter discussed, minutes should always include:

  • In the heading, company/client name, meeting date, time, location;
  • Attendance and apologies – clearly delineating difference between directors and participants in attendance (participants’ organizations should be listed opposite their names);
  • The presence of a quorum;
  • The background and purpose of the meeting unless it is a standard, scheduled meeting with a number of items of business in which case each item on the agenda should receive separate treatment under its own heading;
  • Declarations of conflict of interest from any board member and any resulting abstention from a decision being made;
  • A recitation of the material presented to the board for review and confirmation where appropriate that the board received the material in advance of the meeting;
  • The record of the proceedings should include the text of any resolutions put and the result of any vote; though not strictly necessary, it is good practice to include the names of the proposers and seconders of resolutions. Details of any written resolutions;
  • All papers presented to the meeting must be clearly identified in the minutes and should be retained for as long as the minutes themselves must also be entered in the minute book;
  • A note if a director enters or departs the meeting (except for a very short duration) after proceedings has commenced;
  • The tone and substance of the discussions of each agenda item, clearly noting the deliberations that led to any decisions;
  • Action points, who is to complete them and within what timescales;
  • The signature of the chairperson (following approval of the minutes at the subsequent board meeting).

The characteristics of a good minute taker

  • Knowledgeable
  • Good time management skills
  • Objective
  • Good speaker
  • Good listener
  • Makes everyone feel comfortable
  • Works well with the chair

Robert’s Rules of Order

“In an ordinary society, unless the minutes are to be published, they should contain mainly a record of what was done at the meeting, not what was said by the members.”

The Minute Takers Toolbox:

  • The agenda
  • The chair
  • Other members
  • Previous minutes

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