Minute-taking is more than a way for a company to keep a record of every board meeting. It is also a forward-looking solution for promptly locating the necessary documents, establishing accountability, resolving disputes, and offering factual evidence of the organization’s compliance.
Below, you will discover what details absolutely must be included in the minutes, what information is better to leave off the record, and how modern board management software assists directors and administrators with making practical decisions.
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Board of directors meeting minutes requirements and purposes
The corporation requirements for board of directors meeting minutes serve one main purpose: keeping a uniform written record of all discussion items and decisions that took place during a meeting. Effective minutes traditionally contain elements like:
- Date, agenda, and attendance
- Present and absent board member names
- Meeting type
- Summary of the official actions taken by the chairman and participating members
- Mentions of important documents such as contracts, etc.
Applications for board minutes range from planning future meetings to providing evidence to resolve legal issues and potential plaintiffs. It is also common to use the last meeting’s minutes to prepare the agenda for the next meeting.
Traditionally, the person taking minutes would write or type them manually, distribute the copies after the meeting, and then store the record in an archive. However, with the rise of board meeting software, the administrative aspect of board reporting evolved into a new era.
Board portals significantly simplify data distribution, allow members to stay on the same page throughout every step of the process, and help organizations keep up with the legal demands of board governance.
Board meeting minutes legal requirements
Most companies have their own approach to meeting planning and execution, including minute recording techniques. However, there are several legal board of directors meeting minutes requirements that ensure governance efficiency and the company’s ultimate longevity.
Although organizations have different structures, the boards typically consist of the same member roles and, therefore, will follow similar requirements for board meeting minutes. This way, the list below is equally applicable to a local HOA and a large C-corp.
Legal requirements for board minutes
As soon as the meeting started, the board secretary or administrator must begin taking notes that include the following legally required details:
- Date and time of the meeting
- Meeting location and type
- Record of notice provision and acknowledgment
- Names of present directors and members who did not attend
- Names and titles of guest attendees
- Record of whether the quorum was established
- Names of participants who left early or re-entered the meeting
- Record of board activity such as acceptance reports, voting process results, resolutions, approvals, and any motion passed
- Rationale for every action
- Summary of arguments discussed
- Confirmation of company representatives’ fiduciary responsibilities
- Listed board meeting minutes’ attachments such as financial reports, committee reports, and other documents that appeared during the meeting
Inexperienced boards, for example, in startups, can largely benefit from a digital board meeting minutes template built according to Robert’s Rules of Order and flexible enough to meet the project’s unique requirements.
- Robert’s Rules of Order definition
The Henry Martyn Robert set of rules was developed in 1876 as a manual for regulating non-legislative meetings. The initial publishing went through twenty editions, with the most recent one in 2020, and can serve as a foundation for corporate and non-profit board governance.
As previously mentioned, a paperless board meeting solution is a way to optimize minute-taking. The software allows board administrators to have a complete record of discussions, draft minutes using templates, adjust the agenda as directors discuss items in real life, and easily distribute the final copy of the minutes after the meeting.
What not to include in board meeting minutes
Meeting minutes are an important resource of both basic information and crucial details. In some cases, it is the only source of proof when the company is facing the consequences of decisions made by directors years ago.
However, going into too much detail on all the topics discussed is not always a good idea and can escalate legal trouble, especially in court. Corporations that decide to take meeting minutes verbatim, as in word by word, must realize the potential harm these board minutes can cause in case of potential disputes.
Using a board meeting software, go over the draft minutes and note all the information that would be best to keep off the record, such as:
- Personal judgments
- Non-neutral comments
- Debate details rather than outcome summary
If you are unclear on a point recorded in the board meeting minutes, request clarification by reaching out to the accountable member. And always make sure to get the chairman’s approval of the final copy of the board minutes before sharing it with other directors.
How board meeting minutes requirements differ from state to state
Every company and organization is responsible for complying with the legal standards of their industry and state. And when it comes to record and board meeting minutes, most states require companies to adhere to a strict agenda of record-keeping, as any meeting information can potentially serve as proof of compliance or noncompliance.
States that don’t legally require meeting minutes
As a general rule, keeping a historical record of board minutes and other documents is a good practice. However, the organizations that operate in the following states are not legally required to store and present documentation of the board’s actions:
- North Dakota
Implementing board meeting software for legal minute taking
In summary, taking minutes effectively and according to law is just as important as making sure all board meeting participants attend and follow the meeting agenda. And the smartest way to streamline the board meeting organization process is to transition to virtual board meeting planning.
Board meeting software automates all the basic elements of meeting organization, such as creating the agenda, taking attendance records, and noting down the meeting’s minutes. A few examples of how board software assists with taking effective board meeting minutes include:
- Administrators can draft minutes in real time and edit them electronically.
- You can use a board meeting minutes template to further automate the process.
- Authorized users have access to the complete record of board meeting minutes from previous meetings.
- Reviewing past board meeting minutes before the next meeting is a lot faster.
Furthermore, the directors can use such platforms to present new projects, assign tasks, and collaborate on time-sensitive discussion points from any location.
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Who is responsible for taking board meeting minutes?
Anyone at the meeting can keep minutes. However, this task typically goes to the board’s official record taker, such as an administrative assistant or secretary.
Who is required to receive the minutes after board meetings?
Board directors and shareholders must receive a copy of finalized board meeting minutes, whether or not they were present. The board minutes keeper’s job is to get the company chairman to approve the minutes and distribute copies on the same date.
What should not be included in board meeting minutes?
Board minutes must not provide too much detail on the points discussed during the meeting. The same applies to members’ personal opinions, previous meeting details, and word-for-word documentation. The main reason for keeping the minutes concise and neutral is that they can be used as documents that record board meetings and members’ activity in legal proceedings.
Do board members have to take board meeting minutes?
It is not necessary for all board members to keep minutes as long as there is a dedicated record taker. However, it is a good practice to note the date and place, current agenda items, previous meeting follow-ups, and critical observations for future reference.
What is legally required to be in the board meeting minutes?
Legal requirements for board meeting minutes include the name of the company, date and location, names of present and absent directors, and a record of all the proceedings during the meeting. Legal documents and reports must come as attachments.