meeting minutes? We spend a lot of time in meetings. We take a lot of notes in
meetings. But what should we really be doing?
I want to
start with the most structured aspect of meetings, namely meeting minutes.
Theoretically, there should be some sort of agreement on what minutes should
the basics. The EIU's collection Essential
Negotiation has an annotated glossary. Minutes apparently record: who
was present; when and where; notes on the agenda; summaries of party's main
views; commitments to review specific topics; proposals; anything agreed to...
I think we need more.
take a look at a 2010 article from Administrative
Professional Today entitled "Minute-taking: Should I write that
down?" It tells us that discussions will go sideways. Write down actions,
clarifications, or requirements. Don't record emotional reactions if someone
gets angry; document the substance of their comments. Clarify acronyms.
2008 article from The Corporate Board by
Beavers and Kinross provides different details ("When less is
more"). They note: "Minutes
have two purposes -- to inform and protect". There are a few questions we
have to answer:
- Who is the audience? Meet
information needs without creating liability.
- Who will rely on these
minutes for protection under the business judgetment rule?
- Who else may review these
minutes? Basically, who else? The list could include investigators,
plaintiff lawyers, etc.
become a record of meeting legal obligations. Consider:
- Compliance with procedural
matters (e.g., date, time, and place; attendance /w quorum; purpose of
meeting; who presided; who recorded minutes)
- Identification of matters
considered. But you don't want to put in too much detail of discussions.
- Decisions made. Positive
decisions could be documented as: "RESOLVED, that each of the…"
- Recording of votes. You
probably don't have to mention who voted what but you do have to record
what was adopted or declined.
- Abstentions. Directors that
vote "no" and want their decisions to be recorded.
- Factors considered in making
decisions. Counsel may request that more detail is provided in the
minutes. Overly detailed minutes, however, may give the impression that everything was documented. There might
have been discussions that weren't. Another issue could be how expert
opinions or experts were qualified.
Also, include descriptions of documents and supporting materials used in
- Privileged discussion. Omit
them from the minutes but note that they occurred: "The board
participated in a privileged discussion on the subject matter with
- Minutes should be the only
record. Members of a body should destroy their notes after validating the
minutes. Most courts use a "best evidence" rule so that notes
aren't admissible. Those notes can, however, be used to attack the
"competence or integrity" of a witness by asking them to explain
- Read the minutes prior to
approving them. Poor minutes can be a basic attack vector. Review them
- Factual inaccuracies
- Confirm dates
- Language. Concise, ambiguous
language -- "principles of good drafting" -- applies.
article from The Corporate Board by
Chandler and Wardwell gives more advice ("Best practices for documenting
board meetings"). The authors note that best practices for minutes
actually protect directors and owners. There are two approaches: long-form and
short-form. A hybrid strategy is appropriate.
minutes are concise, easy, and contain no ambiguity. They don't, however,
provide evidence of informed decision-making. They really only capture the
actions, motion, and decisions.
minutes contain details about the processes and exchanged information. They
are, however, tough to draft and easy to misinterpret. Best practice is to use
a long-form approach for decisions that are likely to result in litigation or
meetings should also have minutes that are approved and reported to the entire
board (and referenced in those minutes).
sessions and privileged conversations should be documented by neither notes nor
minutes. But the official minutes can state that these sessions occurred. If
you need notes on privileged communication, they should be marked
"Confidential and Attorney-Client Privileged".
notes should not be considered records because there will be gaps when they
were speaking or listening and they have not been approved. Retaining notes may
actually weaken overall consensus and credibility.
A 2002 Office Professional article by Marilyn Halsall
has a promising title: "Art of minute taking". It notes that you
probably want to start with the agenda. It notes that the agenda should split
out information items and action items. Your notebook should have an
agenda item at the top of each page. You could prepare a skeleton based on the
agenda, motion forms, attendance lists, name tents, etc. The list of extras
could include attendance lists, pens, calendar, tape recorder, constitution/bylaws,
guide to rules of order, past minutes, and the watch.
agenda topics, decisions on the topic, actions required on the topic, who will
do what and when, etc. Avoid:
- Personal comments
- Old material
- Withdrawn motions
attach names unless someone wants to "go on the record." Motions
should be verbatim, moved, and seconded.
A motion is worded "that" + noun + verb. Motions can be
included in a motion binder. Include name of the organization, time, date,
place, whether the meeting was regular or special, name of the presiding
officer, secretary, attendees (or a statement on quorum for a large meeting).
Note that the minutes should be read and approved, reports of special
committees/projects, unfinished business, decisions, actions taken, next
meeting, adjournment, and signatures.
guidelines: heading should be centered, all caps, and should contain the word
MINUTES and name of the org.
Collins wrote an article for Inside Non-Profits
in 2008 called "Making minutes". Apparently, there are few statutes
mandating non-profits to keep minutes but the IRS requires it.
al. produced a 2005 paper called Corporate
minute-taking: a general counsel's guide. Hmmm... I'm seeing a lot of
what we have already mentioned: minutes can help, minutes can hurt, remember
Disney. It does, however, give us on guidelines:
- Tell the board that minutes
- Be flexible about the length
- Record the amount of time
spent on agenda items and if discussion material had been distributed
before the meeting
- Carefully note the titles of
presentations. Version control of PowerPoint can be challenging
- Avoid recording meetings
Hinck gives us "Best practices for corporate minutes", from The Corporate Governance Advisor (2008). We
get some more precedents about the importance of minutes and guidelines on
production. There is considerable repetition from what we have already seen but
there is an admonition to "reflect participation by advisors (legal,
financial, accounting, tax, compensation consultants or other
professionals)". Review is crucial and you have to demonstrate that review
is done on an ongoing regular basis. Again, we see that committee work is
important, particularly audit, compensation, and governance. The secretary may
have to ask for qualification.
gives us a new wrinkle. We need to set clear retention policies. Only the final
minutes should be contained in the official minute book along with a clean copy
of the board package and referenced materials.
Minutes must also be
in accord with disclosure rules for publicly traded companies. For example,
should an 8-k be issued?
and executive sessions (as required by NYSE) may occur. They may not have
minutes but the decisions should be referred to in official minutes.
Let's see if I have
anything else on minutes. Here's a reference: Schwartz-Ziv and Weisbach (2013).
What do boards really do? Evidence from minutes of board meetings. Journal of Financial Economics 108, 349-366.
So, 2/3 of the issues that board face are of a supervisory nature, they are
given only a single option in 99% of issues, and disagreed with the CEO only
2.5% of the time. They requested more information in 8% of issues took
initiative in response to 8.1% of them. In 63% of meetings, boards took at
least one action or did not vote in line with the CEO.
"Avoiding the minutia of minutes" by Sharpe and Rose, appearing in
the December 2014 edition of Corporate
Directions. Apparently the Corporations
Act 2001 says that minutes must be kept as per these conditions:
- Recorded in the minute book
within one month
- Signed by the chair in a
- Stored as a record. Current
and former directors generally have access company records and can make
copies as per typical Deeds of Access and Indemnity
regulatory entities such as APRA, ASIC, ATO, etc. have the right to examine
books, including minutes.
must also be in accord with disclosure rules for publicly traded companies. For
example, should an 8-k be issued?
discussions and executive sessions (as required by NYSE) may occur. They may
not have minutes but the decisions should be referred to in official minutes.