How to take minutes at a board meeting: 14-step guide
Board directors spend an average of 200 hours per year on board work. How do they keep all the discussions, meetings and action items straight? Board meeting minutes.
Knowing how to take minutes at a board meeting is both an art and a science. It’s understanding what good governance means to your organization, applying your own touch to include the right amount of information and following a board-approved process to keep all directors in the loop.
While board meeting minutes and their takers aren’t always the boardroom stars, they serve a critical function, without which meetings are less effective and even non-compliant. This article will explain the key to great minute-taking, including:
- Why meeting minutes are important
- What differentiates minutes from board meeting notes
- Types of meeting minutes
- What meeting minutes should include and exclude
- Key legal requirements for board meeting minutes
- Example board meeting minutes (with a template)
- How to take meeting minutes before, during and after board meetings
- Best practices for taking minutes
- A look at the real-world impact of strong meeting minutes
Why are board meeting minutes important?
Board meeting minutes are important because they record the conversations, reports and decisions the board engages in during each meeting. This is a helpful tool for those who miss a meeting, but it’s also a legal requirement.
Most states have laws that dictate corporate board minutes should remain on file, with just five states leaving minute-taking practices to corporations themselves. Meeting minutes help prove compliance with these laws and make the board’s actions more defensible. They can also help the board prove they engaged in sufficient deliberation if a decision leads to an unfavorable outcome that ends in litigation.
For many corporations, board meeting minutes also loop in global leadership. Headquartered in Alberta, Canada, private petroleum and natural gas producer Ridgeback Resources must communicate worldwide with leadership and board directors. Diligent’s virtual meeting and minutes tools kept up-to-date information in executives’ and directors’ hands, enabling them to work securely from anywhere — all while quickly preparing materials like minutes.
“With Diligent, now it takes me less than an hour to prepare and distribute meeting materials. Everything’s integrated,” says Catherine Cipriano, executive assistant at Ridgeback Resources.
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Prepare and send meeting minutes in just a few clicks, fueling better board decision-making.
Discover moreBoard meeting notes versus meeting minutes
Board meeting notes and meeting minutes are closely related, but they serve slightly different purposes and vary in formality. Anyone can take notes during a board meeting. The corporate secretary will even turn their notes into more formal meeting minutes.
However, board meeting tones tend to remain either for the note-taker’s own reference or for drafting official minutes; they don’t enter the corporate record themselves. Notes also aren’t legally binding, while meeting minutes are.
Despite their differences, both are essential. AI-powered board portal software can even translate notes into official meeting minutes; in that way, good board meeting notes can be a stepping stone to effective meeting minutes.
The 2 types of meeting minutes
There are two types of minutes based on the session: open or closed. How to take minutes at a board meeting depends on the session.
- Open session minutes: These are records of meetings open to the public, shareholders and employees and include all the discussions and decisions.
- Closed session minutes: These minutes allude to private portions of a board or executive board meeting and include sensitive information like legal and financial challenges.
What information do board meeting minutes contain?
Board meeting minutes contain a plethora of information. Part of knowing how to take minutes at a board meeting is understanding which details to include and how to represent them in writing effectively.
Minutes may vary slightly depending on the state and the organization, but they typically include:
What to exclude from board meeting minutes
The balancing act of board meeting minutes is that, while they should be comprehensive, they shouldn’t be a play-by-play of the meeting. A board member may get heated, or a debate may run long, but those details shouldn’t make it into the minutes.
Keep minutes factual, concise and legally sound, leaving out information like:
- Subjective or emotional language: Leave out opinions, personal remarks or adjectives, such as “Jane was frustrated” or “This was a poorly thought-out proposal.” Stick to factual, neutral language that emphasizes the content of discussions and decisions rather than the board’s sentiment at that moment.
- Detailed debates, discussions or direct quotes: Summarize key points and decisions rather than transcribing every comment or argument. Minutes should read more like “The board discussed budget priorities and agreed on allocations” rather than “John and Rosa argued about budget priorities for 15 minutes” or “Barbara said, ‘Office supplies are overrepresented in the budget.’”
- Confidential or sensitive information: Some issues shouldn’t leave the board room, especially because more people than just the board can typically access minutes. Avoid personnel issues like performance reviews or disciplinary actions. You should also exclude confidential legal or financial matters unless including them is essential for compliance.
- Unofficial or off-the-record conversations: Board members often engage in side conversations or informational discussions about board business that are not on the agenda. Don’t record those; stick only to agenda-driven matters.
- Legal conclusions or assumptions: Improper wording, such as “This policy may violate labor laws,” can easily imply legal liability. Avoid these statements where possible. If the board does raise a legal concern, note that they consulted legal counsel.
- Future speculation or unconfirmed actions: Only include voted-on or finalized motions. This streamlines the minutes and avoids confusion about which decisions were made and which will arise in future meetings. Instead of “We will likely approve funding next quarter,” say, “The board will revisit funding next quarter.”
Perfect your meeting minutes
Avoid common meeting minutes mistakes. Discover 15 do’s and don’ts in our blog to ensure your meeting minutes are accurate and effective,
Discover moreExample board meeting minutes
Once you understand what to include and exclude in your meeting minutes, the next best step is to see what best-in-class meetings look like. Here are example board meeting minutes from a hypothetical board meeting:
Board of Directors meeting minutes
The XYZ Company
Date: March 12, 2025
Time: 3:00 p.m. to 4:30 p.m. EST
Location: Virtual
1. Call to order
Board Chair Angela Smith called the meeting to order at 3:02 p.m.
2. Roll call
Present:
- Angela Smith (Chair)
- David Lopez (Treasurer)
- Priya Desai (Secretary)
- Monica Chang (Board member)
- Tom White (Board member)
Absent:
- Rachel Kim (Vice Chair)
Staff Present:
- James Ellis, Chief Executive Officer
- Sarah Tran, Chief Marketing Officer
3. Approval of minutes
The minutes from the February 12, 2025, board meeting were reviewed.
Motion: To approve the minutes as submitted.
Moved by: Priya Desai | Seconded by: Tom White
Outcome: Motion carried unanimously
4. Financial report
David Lopez presented the February financial statements.
- Revenue and expenses are on track with the budget.
- Cash reserves remain stable at six months of operating expenses.
Motion: To accept the financial report as presented.
Moved by: Monica Chang | Seconded by: Priya Desai
Outcome: Motion carried unanimously
5. New business
Marketing strategy update
Sarah Tran shared updates on Q2 marketing efforts.
- A new national campaign is in development.
- Board members were asked to review the three campaign concepts by April.
6. Old business
Bylaws review: The governance committee is still reviewing revisions. Final recommendations will be presented at the April meeting.
7. Adjournment
The meeting was adjourned at 4:28 p.m.
Motion: To adjourn the meeting.
Moved by: Monica Chang | Seconded by: Tom White
Outcome: Motion carried unanimously.
Minutes submitted by:
Priya Desai, Board Secretary
Date: March 14, 2025
Board meeting minutes template
With the help of a template and a transparent, step-by-step process, you can end the stress of minute-taking. Based on the example above, use this template to guide the minutes for your next meeting:
Board of Directors meeting minutes
Company name
Date: [Insert date]
Time: [Insert time]
Location: [Insert location]
1. Call to order
Board Chair [Insert name] called the meeting to order at [Insert time].
2. Roll call
Present:
- Name(Title)
- Name (Title)
- Name (Title)
Absent:
- Name (Title)
- Name (Title)
Staff Present:
- Name (Title)
- Name (Title)
3. Approval of minutes
The minutes from the [Insert date] board meeting were reviewed.
Motion: To approve the minutes as submitted.
Moved by: [Insert name] | Seconded by: [Insert name]
Outcome: Motion carried unanimously
4. Financial report
[Name] presented the [Month] financial statements.
- [Insert note about the financial report]
- [Insert note about the financial report]
Motion: To accept the financial report as presented.
Moved by: [Insert name] | Seconded by: [Insert name]
Outcome: Motion carried unanimously
5. New business
[Insert topic of new business]
[Insert name] shared updates on [information related to the topic]
- [Insert note about the financial report]
- [Insert note about the financial report]
[Insert topic of new business]
[Insert name] shared updates on [information related to the topic]
- [Insert note about the financial report]
- [Insert note about the financial report]
6. Old business
[Topic of old business]: [Insert details about old business].
7. Adjournment
The meeting was adjourned at [Insert time]
Motion: To adjourn the meeting.
Moved by: [Insert name] | Seconded by: [Insert name]
Outcome: Motion carried unanimously.
Minutes submitted by:
[Insert name], Board Secretary
Date: [Insert topic]
How to take minutes at a board meeting
Though you take the minutes at the board meeting, this phrasing is a misnomer. Minute-takers play a vital role in preparing for and reflecting on the meeting. Knowing how to take minutes at a board meeting means understanding the role of minute-takers before, during and after the board meeting.
Before the meeting
- Consult on the agenda: Secretaries and minute-takers may not create the agenda, but they should consider its design. Ensuring the agenda is well organized will make minute-taking easier.
- Obtain a copy of the final agenda: Once the agenda is finalized, request a copy. The more familiar you are with the meeting, the more effectively you can record key moments because you’ll know exactly what’s coming.
- Create a structured outline: Use the agenda to format your minutes. This allows you to focus less on the minutes’ elements and more on what the board says and does.
- Review board governance: Understanding how to take minutes based on company policies is an essential element of how to take minutes at a board meeting. Whether the board follows Robert’s Rules of Order or has their own expectations, the minutes must comply.
During the meeting
- Take attendance: Pass around a sign-in sheet or mark names off a list as people enter the room. This will help you include an accurate attendance list with the final minutes.
- Follow your outline: Your job is to flush out your already created outline with board meeting notes. Following the outline makes keeping the minutes on topic easier, even if the board discussion strays.
- Focus on outcomes, not wording: Meeting minutes are a summary, not a transcript. Rather than recording board statements word-for-word, convey key arguments and the outcome.
- Include rationale: Remember to include details about why the board took the actions it did. This allows the board to defend itself if those decisions are later questioned.
- Ask questions: Speak up if anything the board discusses is unclear. Ask for clarification or even read back a portion of your minutes to validate their accuracy.
After the meeting
- Finalize the minutes: While the meeting’s proceedings are still fresh in your mind, make any final amendments. Review your minutes to ensure they reflect the meeting and the board’s decisions. You can also ask the meeting leader to clarify details or add context.
- Collect additional documents: Supplemental materials like reports don’t need to appear within the minutes, but they should be an attachment. Gather anything you’ll need to include with the minutes.
- Get sign-off: Check in with the meeting leader one last time to verify that the minutes are accurate and complete and include all the required details.
- Distribute the minutes: Secretaries and minute takers are also responsible for providing all attendees present and absent with a copy of the minutes. Some organizations still use password-protected PDFs, but a board portal is your most secure option.
- Save the minutes: A critical part of learning how to take minutes at a board meeting is deciding where to store them. Back them up to an external hard drive or a secure cloud service to retrieve them if your system crashes.
How to use AI for meeting minutes
For every minute a meeting lasts, corporate secretaries can spend hours gathering documents and refining the meeting minutes. Part of learning how to take minutes during a meeting is learning how to streamline time-intensive processes like artificial intelligence. A recent Gallup survey found that only one in ten employees use AI weekly, but purpose-built AI could transform corporate secretaries from minute takers to strategic board partners.
“In our research, we’re seeing a sense of cautious optimism from corporate secretaries and general counsel for using GenAI in their work,” said Dottie Schindlinger, Executive Director of Diligent Institute. “They see the benefits of having more efficient processes but are concerned about the potential for inaccurate results because of GenAI 'hallucinations' and about the potential for data privacy risk. The good news is that there are purpose-built GenAI tools for governance professionals that help to greatly reduce both of these risks.”
Here’s how to use AI, starting with meeting minutes in Diligent Boards AI:
- Review your meeting notes: Read your notes, determining which sections are sufficient for formal meeting minutes and which need polishing. Check your notes carefully; individual lines could need re-writing even if most of the section would be legal-approved.
- Highlight which notes you want to convert: Once you’ve identified text to refine, highlight it with your cursor. You can also convert the entire section at once.
- Change notes to minutes: With the click of a button, transfer the selected text into more complete legal prose.
- Make revisions: Copy the AI-suggested minutes for external use or apply the text within the minute-taking tool to edit directly within the board portal.
- Convert your entire meeting minutes document: Work through every section until your notes are fully polished and ready to distribute for a broader board review.
Take better minutes faster
Streamline your minute-taking and become the strategic partner your board needs with AI built directly into Diligent Boards.
Discover moreBest practices for taking board meeting minutes
Meeting minutes are more than notes, so adopting best practices can help you learn how to take minutes at a board meeting that amplifies board effectiveness.
These include:
- Prepare, prepare, prepare: Taking board meeting minutes is all about preparation, from reviewing the agenda to asking the board president about reports, attendees, guests and more so you can focus on the minutes — not the surprises.
- Review previous meeting minutes: Meetings often pick up where the last meeting left off. Refresh yourself about the details of previous meetings so you can effectively record how the discussion evolves.
- Track key actions: The board may also leave a meeting with a plan of action. Use the minutes to record their proposed next steps and how they should follow up. This pushes the board to follow through on key processes between meetings.
- Be consistent: From meeting to meeting, use the same meeting minutes format, distribute them in the same way and follow the board’s accepted language conventions. This makes the minutes more compliant and useful to board directors because they know what to expect.
- Check for errors: Correcting your spelling and grammar is a simple yet critical step. Making mistakes while taking the minutes is normal, as is abbreviating words or phrases so you don’t miss key takeaways. Review the minutes to ensure no mistakes remain in the final copy. Errors can undermine the credibility of the minutes.
- Adopt an amendment process: Board members may request amendments to the minutes. Document the amendments and note why they were necessary. The idea here isn’t to allow board members to doctor the minutes but to welcome requests to ensure they are as accurate as possible.
The real-world impact of thorough board meeting minutes
Imagine joining a company with a seasoned workforce that is loyal to the company but entrenched in legacy governance processes. This was the scenario Eric Myers inherited when he began his tenure as General Counsel and Corporate Secretary at ELCO Mutual Life and Annuity, a trusted insurance and financial services provider.
“We were using one file-sharing product, which just didn’t work well. I would get calls and emails from directors saying they couldn’t access or open their files,” Myers says.
This inefficiency burdened Myers and the IT department, distracting them from more critical tasks. Streamlining ELCO’s approach to governance — board meeting minutes included — was about unleashing the board and the company’s full potential. Myers started by adopting Diligent Boards.
“I could set up books for all the meetings, publish them and share drafts with certain people for feedback before finalizing,” he says.
Diligent’s new AI-generated meetings feature further transformed the value of board materials.
However, the time savings only scratch the surface of AI-powered minutes’ many benefits.
“Having something that tells the board, ‘Hey, this is where you need to go, this is what you should focus on,’ is very helpful,” Myers says.
This helps the board prepare effectively and empowers them to engage with targeted insights meaningfully — leading to a more productive board.
Turn board meeting minutes into a strategic advantage
Once you learn how to take minutes at a board meeting, the minutes become more than a record — they’re a tool that keeps the board effective, on track and in compliance. While corporate and board secretaries are easily underestimated, the reality is that an effective secretary who takes equally effective meeting minutes can make the difference between a successful board and an inefficient one.
Board portal software can also give boards the boost they need. It offers a secure place to take, distribute and store minutes so secretaries and board members alike can make the most of every meeting — and the many critical tasks in between. Learn more about Board Management from Diligent, part of the Diligent One Platform, or request a demo to see how it works.
FAQs
What are board meeting minutes?
Board meeting minutes are official records of discussions, decisions and actions taken during a board meeting. They serve as a legal document that outlines key motions, votes and resolutions, ensuring transparency and accountability within the organization. Well-documented minutes can also help protect the board from legal risks by providing a clear corporate governance record.
What is the difference between meeting minutes and a meeting summary?
Meeting minutes and a meeting summary are different in formality, detail and purpose. Meeting minutes are a formal, legal record of a meeting and follow a specific format. They must also be approved by the board at the next meeting and can be called upon in legal proceedings. A meeting summary is a more casual, high-level overview. It’s flexible, focuses on the big picture and does not become part of the official corporate record.
Are board meeting minutes public?
The accessibility of board meeting minutes depends on the organization’s structure and regulations. Certain minutes may be required to be disclosed for publicly traded companies and government entities. However, private corporations and nonprofits typically keep minutes confidential, sharing them only with board members and authorized stakeholders. Always check state laws and organizational bylaws to determine disclosure requirements.
Who takes minutes at a board meeting?
The board secretary is typically responsible for recording minutes, but sometimes, an appointed staff member or third-party service may take on the role. AI tools are also pushing the boundaries on how boards take minutes. In either case, the person taking minutes should clearly understand board procedures and ensure accuracy in documenting key discussions, motions and decisions without excessive detail.
Who should be responsible for finalizing and storing the notes?
The board secretary or administrator finalizes and stores the minutes. It’s part of their official duties to ensure minutes are accurate, formatted properly and meeting legal and organizational standards. They will oversee the formal approval process and store the final version in the corporate records, usually using a secure board portal.
How detailed should corporate meeting minutes be?
Corporate meeting minutes should be detailed enough to capture key discussions, decisions and action items while remaining concise and objective. They should include:
- The date, time and location of the meeting
- Names of attendees and absentees
- Motions made, votes cast, and resolutions passed
- Key points of discussion (without verbatim dialogue)
- Any follow-up actions assigned
Overly detailed or word-for-word transcriptions can create unnecessary legal exposure. Stick to factual, neutral language that accurately reflects the meeting’s outcomes.
How do you write a board meeting note?
To write a board meeting note, think about quickly recording what’s happening in the boardroom. Consider it a first draft before meeting minutes or a practical document for yourself or the team. Jot down attendees, agenda items and action items, along with who will be responsible for them. Note also when a consensus is reached, whether an official vote took place or note. After the meeting, you can clean up your notes so they’re either more usable for the broader board or ready to translate into meeting minutes.
How should sensitive information be handled in corporate meeting minutes?
Sensitive information, such as legal discussions, personnel matters or proprietary business strategies, should be documented carefully to balance transparency with confidentiality. Some best practices include:
- Using general summaries instead of verbatim notes
- Creating a separate confidential appendix for sensitive topics
- Ensuring minutes align with legal and regulatory requirements
- Restricting access to authorized individuals only
Consult legal counsel to determine the best approach for handling confidential details when in doubt.
Are meeting notes available to all board members — and how quickly?
Informal board meeting notes can be shared shortly after the meeting, usually within a few days. The secretary or a fellow board member may email or upload them to the board portal. It can take longer for more formal meeting minutes to become available; they are typically finalized and approved at the next board meeting, at which point the secretary will distribute and store them.
How can I extract key action items from board meeting notes?
To extract key items from your notes, skim through the notes, looking specifically for assignments, deadlines, decisions requiring follow-up or anything like a “next step” or “to do.” You can also turn vague notes like “discussed website redesign” into concise action items like “Bill to send website design RFP to vendors by October 4.” This process can be tedious, but AI-powered meeting minutes software can often do this step for you. Input your board meeting notes and AI can translate them into actionable meeting minutes in just one click.
What tools can be used to create and manage corporate meeting minutes?
Several digital tools can help streamline the creation, storage and management of board meeting minutes. Diligent Boards Minutes automatically captures key information to produce consistent minutes quickly, reducing formatting time, facilitating faster reviews and ensuring boards have thorough records on which to base their decisions.
