How to Prepare for Board Meeting Minutes Before the Meeting

Nicholas J Price
It takes multiple people coming together to prepare for board meeting minutes before anyone enters the boardroom where the minutes can be recorded accurately and appropriately. The key players are typically the Company Secretary, the Board Chair, the Board President, and the CEO or the Executive Director.

Preparing for boardroom meeting minutes is a time-consuming, but necessary and worthwhile, endeavor. It's critical for corporate boards to keep accurate and complete minutes. Meeting minutes stand as a legal and official record of the board's intentions. Board meetings may contain such important information as shareholder information, charter documents, and information about the board's actions and decisions.

Accuracy and completion may come into play when the corporation needs to take certain actions, such as applying for licenses or business loans, selling the business or defending the corporation against a legal action.

Preparing the Meeting Location to Prevent Unnecessary Distractions

It may seem that preparing and setting up the meeting location has little or nothing to do with the meeting minutes. The reality is that it's difficult for the Company Secretary to focus on taking the meeting minutes when the meeting room lacks the necessary equipment and supplies. By making sure that the meeting space is well-prepared, it saves time running around looking for things needed during the meeting. Good preparation all around gives the Company Secretary the ability to focus completely on taking minutes without any distraction.

The Company Secretary should reserve the meeting location a month before the date of the meeting and reconfirm the availability of the meeting space five to seven days before the meeting to avoid any mix-ups.

Arrange to have any necessary video and teleconferencing equipment in the boardroom and have it hooked up ahead of time. Think through the rest of the supplies that should be in every boardroom:

  • Projector
  • Screen
  • Flip charts, markers
  • Whiteboard, dry erase markers
  • Pens, paper
  • Tape
  • Stapler, staples and staple remover
  • Your laptop computer, fully charged, with charger
  • At least one removable storage medium

Planning the Agenda With the Board Chair, Board President and CEO

Several weeks before the board meeting, the Company Secretary should make time to meet with the Board Chair, the Board President, and the CEO or the Executive Director to discuss the agenda. The Board Chair typically takes the lead on this using the previous agenda as a guide. The others add their items afterward.

In reviewing the agenda, the secretary should have reports to coincide with any items on which the board will be asked to make decisions. The secretary contacts the appropriate officers, committee chairs or others, and asks for their reports. It helps to issue a deadline for them and to follow up with anyone who misses the deadline.

The Board Chair and the Secretary need to carefully think through the timing of the meeting so that it doesn't run over. It will be easier to stay on track if they write the response next to the agenda item that the board needs to take, such as discussion, information, action, approve, review or decision. Add the approximate time in the meeting the board should get to that item to prevent discussions from running over time.

The agenda is one of the items that will keep meeting minutes on track, so setting up the agenda and the minutes well streamlines some of the paperwork.

Distributing Materials Before the Meeting to Streamline Board Minute-Taking

Between one to three weeks before the meeting, the Company Secretary sends out a board packet to all those who will be attending the meeting. This gives board directors plenty of time to review the past meeting minutes, agenda, reports and other handouts, and come to the meeting prepared with questions. Hopefully, getting materials to board directors ahead of time will prevent an impromptu reading session in the boardroom.

The Company Secretary should allow directors and officers to request corrections to the minutes. The Secretary should also be prepared to bring a final draft of the previous minutes to the meeting so that the board can approve them quickly.

The board directors should have a final copy of the corrected minutes before the board meeting starts.  The board packet should include the first draft of the agenda, as well as a request for corrections, additions and changes. It should also include the financial report, committee reports, and any other handouts or pertinent information the board directors will need before the meeting begins.

Send Out Invitations to the Board Meeting

Many boards of directors find it helpful to make a policy that board attendance is 100% mandatory except for extremely rare emergencies. Still, it's helpful to send out invitations to all members and expected guests anyway. The proper time frame is about a week, but not less than two to three days, prior to the meeting.

Company secretaries should make it a habit of asking board members to RSVP. Repeated requests for board directors to RSVP sets up the expectation that they need to let the Company Secretary know that they're coming each and every time. Essentially, it trains them to confirm that they'll be in attendance. The Secretary should follow up with those who fail to respond. This prevents having to delay starting the minutes because no one knows whether a particular board director is just running late, or if they're not able to attend at all.

Preparing the Board Meeting Minutes Templates

Minute-taking software for boards, like Diligent Corporation's Diligent Minutes, will make quick work of preparing a template for taking board meeting minutes accurately. Many of the fields prefill automatically and the various sections are easy to move around, if necessary. Diligent Minutes makes it easy for board directors to send important reports and documents back and forth, which will also streamline minute-taking.

Company secretaries may also find that it's far easier to get RSVPs and other important responses from board directors. Use the minute-taking template to state the type of meeting'regular, special, emergency, executive, etc. Also, be clear about stating whether it's a board meeting or a committee meeting. Unless you hear otherwise, list all of the expected attendees.

It's easy enough to change it if someone doesn't show. Begin with the board directors and make note of the board chair. Then list the rest of the attendees, making note of their position and relevance to the board or the agenda items. List any absentees last. These steps should ensure that everyone is well- prepared for the meeting before it starts.

. How to Take Board Meeting Minutes
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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.