Approval of Meeting Minutes for Boards: Tips and Best Practices

Good governance demands transparency and accountability across all organizational activities. The approval of meeting minutes, while seemingly routine, is a crucial step in upholding these values.

The OECD Corporate Governance Factbook 2023 emphasizes that transparency is essential for attracting and retaining investors, demonstrating an organization’s ethical practices and accountability.

Timely approval of meeting minutes signals to stakeholders that governance processes are structured and that the organization values accountability at every level.

Keep reading to learn the best practices and tips on how to approve meeting minutes. Also, discover how a board portal can help you simplify board management, make virtual board meetings more efficient, and speed up the minutes’ approval process.

Why is meeting minutes approval necessary?

Board meeting minutes are the legal, official record of board meetings. After a board meeting is over, the meeting minutes are:

• Prepared by the corporate secretary
• Checked by the legal specialists
• Shared with directors for approval
• Archived

Meeting minutes are taken for two major reasons. First, they serve as a reference for other members who were absent at the meeting. Second, they are important legal records and need to be kept as long as required by law.

That’s why the approval of meeting minutes is necessary. Without the approval, the board can’t prove the meeting happened and that the decisions were officially made. Failure to produce clear and accurate minutes may be interpreted as board members’ inability to carry out their fiduciary duties and employ a proper decision-making process. 

• Every company is legally required to keep minutes of all proceedings at board members meetings.

Who approves meeting minutes?

The responsibility for approving meeting minutes typically falls to the governing body of the meeting, such as the board of directors, committee members, or team leads, depending on the organizational structure. Here’s how the process typically works:

• Board of directors. Board members approve the minutes of their sessions, usually at the next meeting. They review, suggest revisions if needed, and vote to formally approve the document.
• Committees or subgroups. In the case of committees or working groups, the members of those bodies are responsible for approving their meeting records. This ensures that those who were directly involved in the meeting confirm the accuracy of the recorded actions and outcomes.
• Team meetings. In less formal settings, team leads or organizers circulate minutes for feedback. Once revisions are addressed, the minutes are considered approved.
• Chair or secretary’s role. The secretary drafts and distributes the minutes, while the chair ensures the approval process runs smoothly during the next session.

When should meeting minutes be approved?

Typically, the best time to approve minutes is at the next scheduled session. By then, participants still have the discussions fresh in their minds, making it easier to review and confirm the details. 

At its core, approval is a quick process: review, suggest edits if needed, and give the final approval. 

However, sometimes waiting for the next meeting isn’t an option:

• Urgent matters. When immediate action is needed, minutes should be approved sooner, often through electronic voting or other expedited methods.
• Annual general meetings (AGMs). Minutes are usually approved at the next AGM, which could be months later. However, drafts should be shared shortly after the meeting to gather timely feedback.
• Legal or compliance deadlines. Some organizations have strict timelines for minute approvals. Failing to meet these can result in fines or compliance issues.

Approval processes and procedures

As with every corporate activity, meeting approval has its protocol to be followed. 

Initiating the approval process

The approval procedure begins with drafting the minutes. The meeting secretary or designated note-taker should ensure the draft is accurate, clear, and distributed promptly — ideally within a few days after the meeting.

Once the draft is ready, it’s shared with the attendees for review. At this stage, participants can suggest edits or clarify any points. The key is to allow enough time for feedback before the next meeting or deadline.

Standard approval process for board meetings

The board approval process typically takes place at the next scheduled session and is the following:

1. Presentation of the draft. At the start of the meeting, the chair asks members to review the draft minutes from the previous session which is included in pre-meeting materials.
2. Discussion and edits. Members can propose changes or clarifications during the meeting. These edits are noted by the secretary.
3. Formal motion and vote. Once everyone agrees on the changes (if any), a motion is made to approve the minutes. This motion is seconded and followed by a vote. A majority vote typically finalizes the approval.

Email approval of minutes

In cases where waiting for the next meeting isn’t practical, approval of minutes by email can be a useful alternative. It’s especially common for committees, remote teams, or when urgent decisions need to be documented quickly.

Here’s how email approval works:

1. Send the draft. The secretary emails the draft minutes to all participants, noting a deadline for feedback.
2. Gather feedback. Participants review the draft and reply with edits or corrections. Clear responses like “Approved” or “Approved with changes” help avoid confusion.
3. Finalize the minutes. Once a majority of participants approve, the minutes are finalized and added to the organization’s records.

It’s important: Meeting approval via email works best when deadlines and expectations are communicated

Motions to approve minutes

The approving procedure typically involves a formal motion. Whether you’re new to this or need a quick refresher, here we explain how to handle motions to approve minutes effectively.

How to make a motion to approve minutes

Follow these easy steps to make a motion in a board meeting: 

1. Chair’s introduction. The chair presents the draft minutes to the group, asking if there are any corrections or additions.
2. Call for a motion. Once any edits are addressed, the chair asks for a motion to approve the minutes.
3. Make the motion. A member formally states, “I move to approve the minutes as presented” or “I move to approve the minutes with the discussed amendments.”
4. Second the motion. Another member seconds the motion to indicate agreement and allow the group to proceed.
5. Vote. The chair calls for a vote. If the majority agrees, the motion passes, and the minutes are officially approved.

Phrasing for making a motion

Here are a few examples of direct language phrases to prevent confusion.

• “I make a motion to approve the minutes as presented.”
• “I move to approve the minutes with the proposed corrections.”
• “Can I get a motion to approve the minutes?” (Used by the chair to initiate the process.)

Motion to approve agenda items

Other than minutes, motions are also used to approve agenda items to confirm the group’s agreement on the meeting’s topics and decisions:

1. Present the agenda. The chair reviews the proposed agenda with the group.
2. Call for a motion. The chair asks, “Can I get a motion to approve the agenda?”
3. Make the motion. A member says, “I move to approve the agenda.”
4. Second the motion. Another member seconds the motion to confirm agreement.

Using Robert’s rules for meeting minute approval

Robert’s Rules of Order, or Robert’s Rules, is a standard for facilitating discussions and group decision-making. It’s a best practice that helps boards conduct better and more efficient meetings.

How to run a Robert’s Rules of Order meeting? Here are the main elements of the standard that you can incorporate into board meetings:

1. Motion. To propose a decision or action, a board member should make a formal motion by saying, “I move that…”. Then, another member seconds the motion. After the debate, the board votes. 
2. Postponed indefinitely. To postpone a motion, a board member says, “I move to postpone indefinitely…”. When passed, the motion cannot be reintroduced at that meeting.
3. Amend. If you want to change a motion under consideration, raise your hand and make the following motion, “I move to amend the motion on the floor.”
4. Question. To end a debate, say, “I call the question”. After that, no further discussion is allowed and board members should vote. A two-thirds vote is required for passage.
5. Table. To table a discussion means to propose to discuss it later or during the next meeting when a board has more information on the issue. The wording should be something like the following, “I make a motion to table this discussion until the next meeting.”
6. Adjourn. The motion to adjourn or to end the meeting can be made when the vote on a pending motion is stated. After a majority vote, the chair announces the meeting has been adjourned.

Useful tip: To make your meetings even more effective, consider creating Robert’s Rules of Order agenda. 

Approval of previous meeting minutes

The meeting-minute approval process begins when a chairperson makes the motion. To approve minutes, unanimous consent is required.

The minutes of the previous meeting should be approved during the current meeting. If this isn’t possible, a special committee or executive board may be required to approve the minutes. 

Here is an example of a motion to approve meeting minutes wording.

Chairperson or presiding officer: “The minutes have been read/distributed. Are there any corrections to the minutes?”

After that, there are several possible scenarios:

• If participants offer changes or corrections to the minutes, a motion must be made, seconded, and passed with a vote
• If an attendee doesn’t approve of the proposed correction, they should make a motion to amend the minutes and offer an alternative correction.
• If members approve corrections, they’re added to the minutes. 

Chairperson or presiding officer: “Are there any further corrections?”

If there are no further corrections, the chairperson or presiding officer: “The minutes stand approved as read/distributed/corrected.”

• Pro tip: Save time on approving meeting minutes, make board meetings more efficient, and simplify board management with the board portal.

Procedure for reviewing and approving previous minutes

The process is very similar to the basic approval of any meeting records. Let’s explore how it typically works:

1. The secretary sends the draft minutes to all participants for review and corrections.
2. The approval of previous minutes should be one of the first items on the agenda for quick handling.
3. During the meeting, the chair asks participants if they have any edits or concerns about the minutes. Small corrections, like typos or clarifications, are addressed on the spot.
4. When everything is settled, someone makes a motion to approve the minutes. This is just a formal way of saying, “Let’s make this official.”
5. The group votes on the motion.

Examples of approval language for previous minutes

Using consistent phrasing helps keep the process professional, no matter how formal or informal your meetings are. Let’s explore the common language for approval of previous minutes example:

• If the minutes are ready to approve as is:

“I move that the minutes of the meeting on [date] be approved as presented.”

• If there are corrections to be made:

“I move that the minutes of the meeting on [date] be approved with the following changes: [briefly describe corrections].”

• For seconding the motion:

“I second the motion to approve the minutes.”

• How the secretary records the decision:

“The minutes of the meeting on [date] were reviewed and approved as [presented/with corrections].”

Scripts and language for motions

Motions are a cornerstone of formal meetings, providing structure and clarity to decision-making. This section explains how and what to say to approve minutes.   

Sample language for approving and seconding motions

The best practices when approving or seconding motions are:

• Be clear and concise. Avoid unnecessary elaboration.
• Use professional yet straightforward language to ensure consistency in meeting records.
• Tailor the wording to match your organization’s meeting style or governance requirements.

By using consistent and precise language, you can optimize the approval process, whether you’re chairing a board meeting or participating as a member. For more structured guidance, consider incorporating the examples (see below) into your script for seamless facilitation.

Common language and scripts for motions

Motions follow a straightforward format, but the language used can vary slightly depending on the organization. If you’re looking for a comprehensive chair a board meeting script, consider the following phrases:

Action	Example phrases
Making a motion	“I move that we approve the minutes of the meeting held on [date].”
	“I move to adopt the resolution regarding [specific action or proposal].”
	“I move that we allocate funds for [specific purpose].”
Seconding a motion	“I second the motion.”
	“I second the motion to approve the minutes of the meeting held on [date].”
Amending a motion	“I move to amend the motion to include [specific amendment].”
	“I propose an amendment to the motion to [specific change].”
Calling for a vote	“Are there any objections to the motion?”
	“Hearing no objections, the motion is carried.”
	“All those in favor of the motion, say ‘Aye.’ All those opposed, say ‘No.’”
Declaring the outcome	“The motion passes.”
	“The motion fails.”

Questions related to meeting minutes approval

Here’s a concise summary of what every board member should know about the approval process.

Do meeting minutes have to be approved?

Yes, as the organization must approve minutes of what happened at the last meeting. Only the approved version of meeting minutes is considered the legal record.

What if meeting minutes are not approved?

If the board members don’t approve the meeting minutes, the chairman should manage the situation by reviewing the minutes, processing corrections, and announcing the minutes have been approved as corrected.

How to say motion to approve minutes?

You can say “motion to approve minutes” during a meeting to formally propose accepting the minutes of a previous meeting as an accurate record.

Can you approve the minutes if you did not attend?

Yes, you can approve the minutes even if you were not present at the meeting. Approval signifies that you trust the record to be accurate based on the information presented, not necessarily that you agree or participated. If you have no evidence of inaccuracies, it’s acceptable to approve the meeting records.

Can minutes be changed after approval?

Yes, approved minutes can be corrected if errors or omissions are identified later. To amend approved minutes, a motion to correct them must be raised, seconded, and voted on. Once approved, the changes are officially noted in the current meeting’s minutes.

Who calls for the approval of previous meeting minutes?

The chairperson or meeting facilitator typically calls for the approval of the previous meeting’s minutes. This step usually happens at the beginning of the meeting and requires attendees to review and confirm the record before proceeding with new discussions.

Letters and formal requests for approval

While many approvals happen during meetings or via quick discussions, there are scenarios where a written request provides the structure and professionalism needed to handle more complex or significant matters.

Drafting a formal request for approval

When preparing a formal request, it’s important to strike the right tone and include all the key elements. Here’s what to include in your letter:

• Professional greeting. Address the recipient with their proper title (e.g., “Dear Board of Directors” or “Dear [Name/Committee Members]”).
• Purpose of the letter. Clearly explain why you’re writing. For example: “We are submitting the minutes from the board meeting held on [date] for your consideration and approval.”
• Context. Briefly summarize key details, such as the purpose of the meeting or specific actions taken, to provide context for the approval request.
• Action needed. Be clear about what you’re asking for. For instance: “We kindly request your approval of the attached minutes at your earliest convenience.”
• Instructions and deadlines. If a response or feedback is required by a certain date, mention it to ensure timely action.
• Professional closing. End the letter respectfully and offer a point of contact for further questions.

Pro tip: Download our free meeting minutes template to ensure your meeting records and requests are always well-organized. Simplify and optimize your preparation phase for maximum efficiency!

Board portals as a tool for board meeting approval of minutes

Board of director portals are centralized and highly secure platforms where board members can:

• Organize and manage board meetings
• Store, share, and access board materials
• Vote
• Approve board meeting minutes
• Communicate and collaborate
• Sign documents electronically
• Assign tasks and deadlines

The major benefits that board portals offer to their users include:

1. Quick board materials sharing. Share agendas, meeting minutes, and other confidential data quickly, easily, and securely.
2. Strong security. Protect the company’s data using features like two-factor authentication or user-access permissions.
3. Accessibility. Share meeting minutes, receive approvals, vote, and conduct meetings anytime and anywhere. 
4. Effective communication. Contact board members and have minutes approved quickly due to tools and integrations for video conferencing.
5. Eco-friendliness. Conduct paperless board meetings to reduce your environmental footprint.

If you want to simplify your board management and the minutes’ approval process, try the iDeals board portal. According to the research conducted by our experts, this is the number one board portal provider based on several criteria, including security and price.