Board meeting minutes are an official record of board proceedings and an important pillar of organizational governance. When done correctly, they help ensure accountability and legal compliance and improve transparency.

In this blog post, you'll find:

• Key things you need to know about board meeting minutes
• A downloadable board meeting minutes template and example minutes
• Best practices for writing and distributing board meeting minutes.

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What Are Board Meeting Minutes?

Board meeting minutes are a detailed account of the discussions and decisions made during board meetings. Primarily intended for internal use, these minutes provide a historical record that the board can reference to inform future organizational strategies. 

Board meeting minutes can also serve as a legal record for regulatory compliance. Occasionally, external organizations may formally request them for financial audits, court cases, or other types of investigations. So board meeting minutes should be considered official documents and should adhere to regulatory requirements.

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Free Board Meeting Minutes Template for Download

Most organizations use a standardized board meeting minutes template for consistency. This template may vary based on the frequency of board meetings, industry regulations, and the type of business entity.

However, most board meeting minutes follow a common structure that includes the following:

• Title, date, time, and location.
• 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 needed to be present at a board meeting to legally conduct business.
• Corrections and amendments to previous meeting minutes: Details any changes made to previous minutes.
• Reports: Summarizes key points from the reports provided.
• Action Items: Lists agreed-upon actions and any dissenting votes.
• Next meeting date and time: Indicates the date and time for the next board meeting.
• Time of adjournment: Indicates when the board meeting officially ended.

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You can download a copy of a board meeting minutes template in Word or PDF below.

Preview the template

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Board Meeting Minutes Example

While board meetings often follow a similar structure, there is no overarching standard for writing board meeting minutes — though there are best practices that we’ll discuss below.  

The following board meeting minute example is based on the above template and will give you a sense of how organizations may take minutes of a board meeting. 

Download Board Meeting Minutes Example in Word

Download Board Meeting Minutes Example in PDF

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How to Write Board Meeting Minutes Using a Board Meeting Template

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Step #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

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Step #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 capture all key discussions, note who disagreed with and who seconded motions. That’s especially true for larger boards. 

Instead of manually taking notes, you can use a software such as Cogram to automatically create a draft of board meeting minutes. Cogram transcribes virtual, hybrid, or in-person meetings, and then drafts meeting minutes using your template. All that's left for you is to review the draft, make edits where necessary, and distribute the minutes for approval.  

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Step #3: Draft the Official Meeting Minutes

When writing board 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, 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 other documents are referenced during the discussions, it is best to attach rather than summarize them in the minutes.
• Decisions Made: Clearly state any decisions made during the meeting. Some boards may also require including who proposed and who seconded the motions.
• Action Items: Document tasks assigned during the meeting, who is responsible, and the deadlines. This helps to track progress and ensures accountability. 

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Step #4: Distribute the Board Meeting Minutes

The board meeting minutes should be distributed promptly after the meeting, ideally within one or two days. This is usually the responsibility of the secretary.

The board meeting minutes should be distributed promptly after the meeting, ideally within one or two days. This is usually the responsibility of the secretary.

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Step #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 corrections or 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. 

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Common Mistakes to Avoid When Taking Board Meeting Minutes 

• Being vague: Minutes should be specific and avoid ambiguity. Clarity and specificity avoid potential disputes or misinterpretation at a later time. 
• Delaying distribution: Send out the minutes promptly to keep all board members informed. 
• Not getting the minutes signed: Unsigned board meeting minutes won't serve as an official legal record.
• Using subjective language: Keep the language neutral and factual, avoiding personal opinions. A good guide here is to limit the use of adjectives and adverbs where those are superfluous. 
• Omitting Action Items: Clearly list all action items to ensure accountability.

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FAQ about Board Meeting Minutes

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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. 

Do board meeting minutes need to be approved?

Yes. Often, a board’s first action at a meeting is to review and approve the previous meeting’s minutes before they can be considered an official record of the previous meeting. 

If no board members request amendments, the previous meeting’s minutes are approved and signed by the chairperson and sometimes also by several board members.  If amendments are proposed, the chairperson may call for a vote on such changes. Only after the board meeting minutes are approved and signed, can they be shared with a wider audience. 

When should the board meeting minutes be distributed?

Board meeting minutes should be distributed promptly after the meeting, ideally within one or two days. This ensures that all the stakeholders, including those who were absent, have timely access to information. 

What shouldn’t be included in the board meeting minutes?

Board meeting minutes should serve as an unbiased record of what took place in a board meeting. Personal opinions or political statements of the minute taker and ambiguity should be avoided. 

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 investigations.

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Wrapping up

Use a board meeting minutes template to ensure that your minutes are consistent and follow best practices. However, always consider any regulatory or legal requirements specific to your context to ensure your minutes are not only accurate and comprehensive but also fully compliant.