Board Meeting Minutes and How to Remain Compliant

Anne Linchausen

Board meeting minutes are critical for every company. They represent the organisation’s official record of its board’s deliberations and decisions. Every company is responsible for keeping theirs in good order.

Board minutes or company minutes aren’t legal documents per se. However, they may be subpoenaed by courts if relevant legal matters arise. While there are no legal requirements around the content of board minutes, most organisations use Robert’s Rules of OrderRobert’s Rules is a best-practice guide for organising board of directors meeting minutes.


What to include in board meeting minutes

A board meeting may have a specific purpose, or it may be a regularly scheduled event. In either case, the minutes should include the company or organisation’s name, the meeting’s start and end times, date and location, and a list of all attendees. They should also identify the chair and secretary.

The secretary is responsible for summarising any motions raised, including the names of motioner and second. (It’s not necessary to record the second, but it is good practice.) The secretary should also record points of order and any appeals, and whether they were sustained or lost.

Related Article: Meeting Minutes Keep the Record – and Keep your Organisation Safe


After the meeting

Enter minutes using black ink into a “well-bound record book”, according to Robert’s Rules. Organisations that have adopted a ‘Modern Governance’ approach to their meetings and compliance obligations will likely have electronic alternatives available, but the responsibility remains the same.

Votes should be recorded, with all members’ votes listed as yea, nay or abstain. (If a board member doesn’t vote, their vote defaults to a ‘yea’.)

Similarly, resolutions should be carefully noted, with the minutes capturing their wording verbatim.

At the start of the next meeting, the secretary may read the minutes to the board. Finally, as the organisation’s official record of the board’s deliberations, they should be published and distributed to all relevant parties.

Note that once the minutes are published, destroy any personal notes from the meeting(s). Any board members with divergent opinions should have their objections noted in the minutes.


Minutes made easy

For a modern business, using a board management software platform, such as Diligent, simplifies all aspects of board meetings by allowing it to:

  • Easily manage agendas, annotations, documents, discussions of board meetings and board meeting minutes
  • Provide real-time updates to board materials anywhere on-the-go using mobile devices such as smartphones, tablets and laptops
  • Collaborate securely so the board of directors can make annotations and share then with the whole board (or individual members) before, during or after a meeting.
  • Run remote meetings with confidence and security using virtual board meeting capabilities

Modern software platforms will also include additional modules that can be activated as required. These include environmental, social and governance (ESG), entity management, insights and analytics, secure communications, recruiting and succession planning.

Keeping minutes in order is a critical risk-management practice that can also help organisations to operate more reliably. Effective board meeting minutes are the bedrock of good governance – how are yours looking?

Related Whitepaper: How Diligent Minutes helps Document Board Meetings

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