Board meeting minutes are an official record of board proceedings and an important pillar of organizational governance. Done right, they help to ensure accountability and transparency.
In this blog post, you will find:
- A downloadable, customizable board meeting minutes template
- example minutes,
- a concise guide on best practices for writing and distributing board meeting minutes,
and other useful information.
Why are board meeting minutes important?
Board meeting minutes are an account of the discussions and decisions made during board meetings. They provide a historical record of the board's decision making, serve as a reference point for future decisions, and document that the board acts in the best interests of the organization. As such, board meeting minutes are also important for regulatory compliance and are examined in audits and reviews.
Download a comprehensive board meeting minutes template
Click here (Docx) or here (PDF) to download a comprehensive template for board meeting minutes. Click here to download a set of example minutes in PDF format.
Most organizations use a standardized board meeting minutes template for consistency. The format and style of this template can vary from business to business, and may depend on industry regulations. Most board meeting minutes follow a common structure that includes the following:
- Title, date, time, and location of the meeting.
- Formal notice: Notes if formal notice of the meeting was provided to the directors or if a waiver of notice was issued. The latter is typical in emergencies when there is not enough time for a formal notice.
- Attendees and absences
- Guests
- Quorum: Indicates if a quorum is present. A quorum is the minimum number of voting members required for decisions in a board meeting.
- Corrections and amendments to previous meeting minutes: any changes made to previous minutes before approval by the board.
- Reports: Summarizes key points from the reports provided.
- Action Items: Lists agreed-upon actions.
- Next meeting date: Indicates the date and time for the next board meeting.
- Time of adjournment: Indicates when the board meeting officially ended.
A guide on how to write board meeting minutes
1. Document basic meeting details
Begin by recording the basic details of the meeting, including:
- Title, date, time, and location
- Attendees and absentees
- Agenda items
2. Record the board meeting proceedings
During the board meeting, take detailed notes of all discussions and decisions. Even with careful attention, it can be challenging to document all relevant details. That’s especially true for larger boards and complex discussions.
Instead of manually taking notes, consider using a software tool such as Cogram to automatically create a draft of board meeting minutes. Cogram transcribes both virtual, hybrid, or in-person meetings, and then drafts meeting minutes using artificial intelligence. Cogram can draft minutes in your template format, so that all that's left for you is to review, edit the text where required, and distribute the minutes for approval.
3. Draft the official meeting minutes
Use an objective voice, include only relevant details, and be factual. Key sections to include are:
- Agenda Items: List each item in the order of the meeting agenda. For each item, provide a brief statement of the actions taken by the board and a short explanation of the rationale.
- Discussions: Summarize the main points of each discussion. For extensive arguments, provide a summary of the significant ideas. If documents are referenced in discussions, it is best to attach those documents instead of summarizing them in the minutes.
- Decisions Made: Clearly document decisions that were made during the meeting. Some boards may require a list of those that proposed and those that seconded motions.
- Action Items: List tasks assigned during the meeting, who is responsible, and the deadlines. This helps to track progress and ensures accountability.
4. Distribute the board meeting minutes for review
The board meeting minutes should be distributed promptly after the meeting, ideally within one or two days. This is usually the responsibility of the board secretary.
5. Obtain signatures for meeting minutes
Typically, at the beginning of the next board meeting, the previous meeting’s minutes must be reviewed and approved by the board. If no board members request amendments, the previous meeting’s minutes are approved and signed by the chairperson and — depending on the organization’s by-laws — by one or several other board members. If amendments to the previous meeting’s minutes are proposed, the chairperson may call for a vote on such changes. Meeting minutes should only be shared beyond the board after formal approval.
What to avoid in board meeting minutes
- Vague writing: Minutes should be specific and avoid ambiguity. Clarity and specificity avoid disputes or misinterpretation at a later time.
- Subjective language: Use neutral, factual language, without personal opinion. Limit the use of adjectives and adverbs where those are superfluous.
- Late distribution: Send out minutes promptly so board members can review.
- Not approving minutes: Unsigned board meeting minutes won't serve as an official legal record.
- Omitting Action Items: Clearly list all action items to ensure accountability.
Frequently asked questions
- Who can take minutes at a board meeting?
- Often, the board secretary is responsible for taking minutes. However, any designated individual, such as an assistant or another board member can take minutes if necessary
- Is my organization required to produce board meeting minutes by law?
- Yes, most jurisdictions require organizations to maintain minutes of board meetings for legal and regulatory compliance. Minutes are an official record of the board’s actions and as such may be subject to audits or legal review.
- Do board meeting minutes need to be approved?
- Yes. Typically, a board’s first action at a meeting is to review and approve the previous meeting’s minutes. Only after board meeting minutes are approved and signed, can they be shared with a wider audience.
- What should not be included in board meeting minutes?
- Board meeting minutes should serve as an unbiased record of what took place in a board meeting. Ambiguity, political statements or personal opinions of the minute taker have no place in board meeting minutes.
Use a board meeting minutes template to ensure that your minutes are consistent and follow best practices. Always consider any regulatory or legal requirements specific to your business.
