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Board meeting minutes rules and how to remain compliant

October 2, 2018
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People in a board meeting

The meeting minutes are also called the record or the journal. Laws for recording meetings are retained by the states. Boards may refer to meeting minutes for internal purposes, such as reviewing facts or to ensure that they're making progress with their goals. Courts of law may also subpoena meeting minutes if the board or corporation gets sued or faces a legal matter. While there are no legal rules for what to include in the minutes, the vast majority of boards rely on Robert's Rules of Order as a basis for best practices for taking meeting minutes.

Essential Items to Include in Meeting Minutes

Issues, points, discussions and votes can get lost over time unless someone takes the time to record all of the important details. Board meeting minutes rules include a number of important essential elements.

Boards and other groups hold meetings for different reasons. The kind of meeting being held tells something about what the minutes should record. Regular meetings are planned meetings that boards hold at regularly scheduled intervals.

But what happens if the board can't complete all of the agenda items in the allotted time for the meeting? Usually, the board adjourns the meeting and sets a date to finish it. The new meeting is called an adjourned regular meeting.

Boards may call a special meeting if they need to discuss special or unexpected matters outside of regular meetings. If they don't complete the agenda for a special meeting, they may adjourn and finish the meeting on another day. This is called an adjourned special meeting. The names of the meetings are important because it affects how the secretary records the meeting minutes and conforms to board meeting minutes rules.

The minutes should also reflect the name of the group, corporation or organization, as well as the date and location of the meeting.

As the group assembles and it's time for the meeting to commence, the board chair calls the meeting to order and the secretary records the time for the minutes. The board chair and the secretary are the two primary meeting facilitators, and their names should also be recorded. If there are substitutes for the board chair or the secretary, the minutes should reflect the actual names of who ran the meeting.

After welcoming the participants, the first order of business is voting to approve the minutes of the previous meeting. The secretary should also record the dates of any meetings that the board held between regular meetings. The secretary should record a summary of the main motions and include the name of the main motioner. It's not necessary to note the name of the seconder, but some organizations make it a practice anyway. It's not necessary to record withdrawn motions, but it's not wrong to do so. Secretaries also record points of order and appeals, and whether they were sustained or lost.

Finally, the minutes should include the time that the meeting adjourned.

Approving Meeting Minutes

The president and the secretary sign the meeting minutes to make them official and add the date they approved the minutes. According to Robert's Rules of Order, the minutes should be entered, 'in good black ink in a well-bound record book.'

Robert's Rules has undergone a few revisions over the years. Procedures for approving meeting minutes have evolved. An organization's bylaws may allow boards to approve meeting minutes electronically or by using board management software, such as a board portal. Diligent Minutes allows secretaries to send the meeting minutes around for approvals and electronic signatures immediately after the board meeting, which saves a substantial amount of time at the next meeting.

Recording Votes for Meeting Minutes

Robert's Rules also offers suggestions for the proper way to record votes. Boards that take votes by ballot should record the number of votes on each side of the issue. Boards that take votes by verbal yeas and nays should enter a list of the names for each response. If a board member doesn't vote, it's assumed that the vote is a yea vote, so if a member abstains or votes nay, their name should be stated in the record.

Recording Resolutions for Meeting Minutes

A resolution is a deliberate, careful decision made by the corporation. The minutes should reflect the actual wording of resolutions verbatim. The wording should be along the lines of, 'The board submitted a report with a series of resolutions. After debates and amendments, the board adopted the following resolutions.'

Reading of the Meeting Minutes

Boards have the option of reading the minutes out loud at each meeting, depending on the wording of the bylaws. When boards hold meetings over the course of several days, where they take breaks during the day, the secretary reads the minutes at the opening of each business day.

If the next meeting of the organization won't be held for six months or longer, the board should read and approve the minutes before their final adjournment.

Alternatively, the executive committee or a special committee may be authorized to correct and approve meeting minutes under special circumstances. As usual, the board chair and the secretary sign, date, and write or stamp 'approved' on the minutes. After taking these steps, there's no reason to read the minutes at the next meeting.

There is an exception to reading the board meeting minutes. When boards need to hold a secret meeting due to a sensitive or confidential nature, they don't have to read the minutes at an open meeting if the board deems it would be inappropriate to reveal the details in a public setting.

Publishing the Meeting Minutes

The meeting minutes are considered a strict and accurate recording of a meeting. When publishing meeting minutes, Robert's Rules suggests that boards should include a list of speakers on every side of the question and an abstract of addresses.

Diligent Minutes Ensure Compliance

Compliance is no concern for boards that use Diligent Minutes software. Diligent's platform makes it a snap to create meeting minutes from an existing online board book because it transfers the list of attendees, dates and meeting topics automatically. The software outlines the agenda items and allows members to add, assign and monitor action items to ensure that the board follows up on tasks using automatic notifications. Board directors can also use the software to send a note to the chair during a meeting without unnecessarily distracting the meeting.

The secretary can easily export the minutes to Microsoft Word and bring them back into the next meeting for secure discussion and approval. Boards can also use Diligent's Voting and Resolution tool to get the board's approval in short order.

The board meeting minutes process has changed little over time. Diligent Minutes expedites the minute-taking process, which has been a time-staking activity for many decades. With Diligent Minutes, boards can provide accurate and timely minutes while being in full compliance with rules and regulations for good corporate governance. In addition, Diligent can help raise the bar with board portal software that digitizes documents and secures communication for making better, faster decisions.


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