Minute-taking is more than a way for a company to keep a record of every board meeting. It is also a forward-looking solution for promptly locating the necessary documents, establishing accountability, resolving disputes, and offering factual evidence of the organization’s compliance. Below, you will discover what details absolutely must be included in the minutes, what information is better to leave off the record, and how modern board management software assists directors and administrators with making practical decisions.
Applications for board minutes range from planning future meetings to providing evidence to resolve legal issues and potential plaintiffs. It is also common to use the last meeting’s minutes to prepare the agenda for the next meeting.
Traditionally, the person taking minutes would write or type them manually, distribute the copies after the meeting, and then store the record in an archive. However, with the rise of board meeting software, the administrative aspect of board reporting evolved into a new era.
Board portals significantly simplify data distribution, allow members to stay on the same page throughout every step of the process, and help organizations keep up with the legal demands of board governance.
Most companies have their own approach to meeting planning and execution, including minute recording techniques. However, there are several legal board of directors meeting minutes requirements that ensure governance efficiency and the company’s ultimate longevity.
Although organizations have different structures, the boards typically consist of the same member roles and, therefore, will follow similar requirements for board meeting minutes. This way, the list below is equally applicable to a local HOA and a large C-corp.
As soon as the meeting started, the board secretary or board administrator must begin taking notes that include the following legally required details:
Both well-established organizations and startup board of directors can largely benefit from a digital board meeting minutes template built according to Robert’s Rules of Order and flexible enough to meet the project’s unique requirements.
The Henry Martyn Robert set of rules was developed in 1876 as a manual for regulating non-legislative meetings. The initial publishing went through twenty editions, with the most recent one in 2020, and can serve as a foundation for corporate and non-profit board governance.
As previously mentioned, a paperless board meeting solution is a way to optimize minute-taking. The software allows board administrators to have a complete record of discussions, draft minutes using templates, adjust the agenda as directors discuss items in real life, and easily distribute the final copy of the minutes after the meeting.
| Tip: Utilizing a basic Robert’s Rules of Order cheat sheet can assist board members in quickly referencing essential rules during board meetings, promoting smoother decision-making and adherence to proper meeting procedures. |
Meeting minutes are an important resource of both basic information and crucial details. In some cases, it is the only source of proof when the company is facing the consequences of decisions made by directors years ago.
However, going into too much detail on all the topics discussed is not always a good idea and can escalate legal trouble, especially in court. Corporations that decide to take meeting minutes verbatim, as in word by word, must realize the potential harm these board minutes can cause in case of potential disputes.
Using a board meeting software, go over the draft minutes and note all the information that would be best to keep off the record, such as:
If you are unclear on a point recorded in the board meeting minutes, request clarification by reaching out to the accountable member. And always make sure to get the chairman’s approval of the final copy of the board minutes before sharing it with other directors.
If any recorded point raises uncertainty, seek clarification from the responsible member. Uphold transparency by obtaining the chairman’s approval for the final board minutes before circulation among fellow directors.
Ensure your board minutes strike the perfect balance with our downloadable template. Capture essential details without compromising legal integrity.
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Every company and organization is responsible for complying with the legal standards of their industry and state. And when it comes to record and board meeting minutes, most states require companies to adhere to a strict agenda of record-keeping, as any meeting information can potentially serve as proof of compliance or noncompliance.
As a general rule, keeping a historical record of board minutes and other documents is a good practice. However, the organizations that operate in the following states are not legally required to store and present documentation of the board’s actions:
In summary, taking minutes effectively and according to law is just as important as making sure all board meeting participants attend and follow the meeting agenda. And the smartest way to streamline the board meeting organization process is to transition to virtual board room meeting planning.
Board meeting software automates all the basic elements of meeting organization, such as creating the agenda, taking attendance records, and noting down the meeting’s minutes. A few examples of how board software assists with taking effective board meeting minutes include:
Furthermore, the directors can use such platforms to present new projects, assign tasks, and collaborate on time-sensitive discussion points from any location.
According to our research, iDeals is the leading provider of competent and efficient board of directors’ software with the most comprehensive toolset on the market. iDeals offer solutions for all board types and grant users access to all the useful instruments from a free board meetings minutes template to advanced task management and governance optimization.