Board meeting minutes are a vital part of an annual board meeting’s record and are one of the keys to the functioning of a healthy board. Whether you’re the board secretary or just a meeting enthusiast who loves keeping things organized, you know that minute-taking sometimes feels like a challenging and underappreciated task. However, learning to take effective minutes at a board meeting is worth it. It pays off and makes things smoother down the road.

Our specialists have put together this guide for you to improve your corporate board meeting minutes and save time on organizing and maintaining important notes. Additionally, we suggest you download the free board meeting minutes template by clicking the button on the right. You can use it to create board meeting minutes for your company. 

In this article, we’ll cover:

  • What are board meeting minutes?
  • Why bother with meeting minutes?
  • Who should take minutes at a board meeting?
  • How to take board meeting minutes like a pro in 7 steps
  • Board of directors meeting minutes template
  • Helpful tips for taking board meeting minutes
  • 4 common mistakes in taking board meeting minutes
  • What not to include in board meeting notes templates
  • How meeting minutes can help with a board resolution

Keep reading to learn how to write board meeting minutes. 

What are board meeting minutes?

First, let’s clarify the purpose of board meeting minutes before we dig deeper into the details. Board meeting minutes are an essential tool used to record the proceedings and key decisions made during corporate board meetings.

The Survey on the Practice of Minutes by the Governance Institute of Australia highlights that meeting minutes serve as an official record of the board’s discussions and decisions, offering valuable insights into the organization’s decision-making process.

The majority (68%) prefer meeting minutes to be written in reported speech, while 20% disagree. Using “will” and “shall” is essential for outlining policies or actions. Bullet points are acceptable as long as they accurately capture the meeting, and while reported speech is a popular choice, other factors should also be considered.

The principal function of meeting minutes
Source: www.cgiglobal.org

Hence, by utilizing a board meeting template, organizations streamline their documentation processes.

Why bother with meeting minutes?

This question might arise when reading the first two paragraphs of the article, and we appreciate your concerns. It’s important to understand why you’re spending so much time documenting all actions and conversations. Otherwise, you may question why you are wasting time exercising your note-taking skills.

What you need to understand is that board meeting minutes are not just a record for personal use. They come with a plethora of advantages and are considered a best practice in corporate governance for several reasons:

Meeting minutes are a legal record

The content of approved meeting minutes is legally actionable and serves as legal protection in case of a lawsuit. Therefore, it’s best to adhere to the board meeting minutes’ legal requirements and treat this document as a valid record from the beginning.

They can attract investors

Board meeting minutes can be proof of progress for prospective sponsors and anyone else looking to invest in your venture. If recorded effectively, they reflect the efficiency and competence of the board.

They are the blueprint for future decisions

Thinking of your board meeting minutes as a blueprint is useful since that’s exactly what they are for future projects. Board meeting minutes can be treated as a reference source that consolidates all the important topics for upcoming projects and future meetings.

Meeting minutes help to save time

Predefined sections in the template prompt the minute-taker to focus on critical aspects of the meeting, saving time and effort compared to starting from scratch each session.

A well-designed template ensures that no essential information is overlooked, as it includes sections for recording key discussion points, decisions, action items, and responsibilities.

Meeting notes highlight the organization’s transparency

Transparent governance is crucial for building trust among stakeholders. A board meeting minutes facilitate clear and transparent communication by documenting discussions, decisions, and the rationale behind them.

They facilitate review and follow-up

Members and stakeholders can review meeting minutes during and after a board meeting to stay informed about the organization’s progress and commitments. A structured template allows for easy identification of action items and follow-up tasks.

Using board meeting minutes is a practical and efficient way to capture and document essential information from board meetings.

Who should take minutes at a board meeting?

Generally, any board member can take meeting minutes provided they’re assigned to this role by the board. 

However, the written record of a board meeting is usually the responsibility of corporate board secretaries. This is typical for larger corporations. On the other hand, small companies or nonprofit organizations usually are limited in people. That’s why it’s not uncommon for a CEO or executive director to cover the board meeting agenda by drafting meeting minutes. 

Regardless of the person who is responsible for taking minutes at a board meeting, having a minutes of board meeting sample would always be helpful. Download our template and use it as an example of board meeting minutes for your company. 

How to take board meeting minutes like a pro in 7 steps

Taking board meeting minutes is an important task for recording the discussions, decisions, and actions taken during a meeting. Here’s a step-by-step guide on how to take board meeting minutes effectively based on the three main stages of working with them.

1. Carefully prepare for the meeting

To better prepare for the meeting, ask for the meeting agenda beforehand to grasp the discussion topics and organize your note-taking accordingly.

Additionally, get acquainted with the key participants, such as board members, executives, and any guests present at the meeting.

2. Create a note-taking outline

To be able to record all the important issues and discussion points during the meeting, you should get prepared beforehand. For this, think of how to take notes at a board meeting. 

  • Review the meeting agenda. Go through the meeting agenda before the meeting, so that you know what aspects are going to be covered. This will help you to draw an estimated note-taking outline, which, in turn, will safeguard you from missing out on any important issues. 
  • Have a reliable note-taking tool. Think of easy-to-use and modern note-taking software products like Evernote or Notion. Alternatively, you can take notes for meeting minutes right inside a dedicated board portal, which will significantly save you time.
  • Structure notes. Organize notes by topics or agenda items using headings and bullet points. This will help you to stay focused and not to miss any important points of discussion.

3. Capture key information

The process of taking meeting minutes starts with capturing the key information about the meeting. It includes: 

  • Date and time
  • Attendees
  • Absences and proxies

4. Document discussions

During the board meeting, make sure you address all the discussion points and document them in your notes:

  • Summarize key points. Be concise but ensure to capture essential details.
  • Identify action items. Note any action items assigned to specific individuals, along with deadlines and responsible parties.

5. Record decisions and votes

Be especially careful when taking notes about voting that take place during the meeting and voting results:

  • Note formal decisions. Clearly state resolutions or decisions made during the meeting.
  • Capture voting results. Record the outcome of votes taken, including the number of votes in favor, against, and abstentions.

6. Review and finalize

To ensure all the notes taken during the meeting and the meeting minutes themselves are accurate, take time after the meeting to go through all the information. This will help to avoid mistakes and present correct meeting records to the board post-meeting.  

  • Review. Following the meeting, take the time to carefully review the minutes for both accuracy and completeness.
  • Get approval. Share the draft minutes with the board chair or meeting leader for review and approval before distributing them to all attendees and relevant stakeholders.

7. Distribute and store

The final stage is to share the meeting minutes with all the attendees and ensure they’re safely stored: 

  • Once approved, distribute the finalized minutes to all attendees and stakeholders as soon as possible after the meeting.
  • Keep a secure and organized record of the meeting minutes for future reference and compliance purposes.

Pro tip: It’s important to maintain a consistent and concise writing style, capturing the key points without transcribing every detail. The board minutes should focus on the decisions and actions taken rather than the individual opinions expressed.

Board of directors meeting minutes template

1. Date, time, and location

Here, indicate the date, time, and location where the meeting takes place.

2. Attendees

A list of all attendees, including board directors, executive directors, guests, finance department, and any individuals present, is noted.

3. Approval of previous minutes

If applicable, approval of meeting minutes from the previous meeting minutes is recommended.

4. Meeting agenda items

The agenda items for the current meeting are listed, providing a clear outline of the topics discussed. This simple step ensures attendees are on the same page.

5. Discussion and decisions

For each meeting agenda item, a summary of the discussions and any decisions reached is provided. This includes the rationale behind the decisions and any significant viewpoints expressed by stakeholders.

6. Action Items

Any action items assigned during the meeting are recorded, along with the responsible individuals and due dates.

7. Voting record

In the case of formal votes on specific matters, the voting results and how each board member voted (for, against, abstained) are documented.

8. Reports and presentations

Key points from reports and presentations made during the meeting are summarized.

9. Financial statements

If financial matters were discussed, relevant financial statements, budget updates, or financial projections may be included.

10. Announcements and disclosures

Important announcements or disclosures made during the meeting are recorded.

11. Signature and date

The minutes of the board of directors meeting template should include signatures from the minute-taker and the board chair or secretary to certify accuracy.

Example of Board Meeting Minutes - Board Portal

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Helpful tips for taking board meeting minutes

Below is the list of the board meeting minutes best practices that will help you to draft minutes like a pro:

  • Use templates. It’s the easiest way to ensure accurate and correct meeting minutes taking. Use ready-to-use board meeting minutes templates like we suggest, or create your own that will reflect your board’s objectives.
  • Mark attendees on their arrival. Check off meeting participants’ presence the moment they arrive at the meeting. 
  • Make notes timely. Ensure you record all the motions, actions, and decisions the moment they occur so as not to miss anything. 
  • Ask for clarification. If you’re not sure whether you understand certain points clearly, it’s better to ask for clarification when the issue arises. Otherwise, you might just miss out on that point and fail to reflect it in meeting minutes accordingly.
  • Opt for brief notes rather than full sentences. It will help you to stay focused on the board discussions rather than distracted to clearly express yourself in a full sentence. Later, you can polish the writing when reviewing the notes after the meeting. 
  • Write in one verb tense. As simple as it is, it will help to avoid any confusion.

4 common mistakes in taking board meeting minutes

Now, let’s briefly review the most common mistakes that may occur on your way when working on meeting minutes: 

  1. Failure to document a quorum. Without a quorum present at the meeting, all the decisions made during it won’t be legally binding. That’s why it’s important to get acquainted with meeting participants before the meeting and check them off upon their arrival. 
  2. Dubious statements. Being unclear in statements might lead to misinterpretation of certain points, and thus, impact the results of board meetings. To avoid this, use clear language and ask for clarification when necessary.
  3. Failure to establish consistency. Just like the previous mistake, this can lead to being unclear and misinterpreted. What’s more, it even can lead to legal scrutiny if being done regularly. 
  4. Lack of quality review post-meeting. Without taking time to properly review the notes taken during a meeting, you risk presenting meeting participants with false information. 

What not to include in board meeting notes templates

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, must realize the potential harm these board minutes can cause in case of potential disputes.

Therefore, using board meeting software, go over the draft minutes and note all the information that would be best to keep out of the official record, such as:

  • Personal opinions. Board minutes should not include personal opinions or subjective comments made by individual board members or participants. The minutes should focus on objective summaries of discussions and decisions.
  • Off-topic discussions. Keep meeting minutes focused on agenda items and relevant topics; avoid off-topic discussions or tangents. Stick to the key points discussed during the meeting.
  • Excessive detail. While it’s essential to capture the main points of discussions, board minutes should not be overly detailed, as this makes them lengthy and difficult to navigate. Stick to the essential points and avoid verbatim transcriptions.
  • Private or sensitive information. Confidential or sensitive information, such as details about personnel matters, ongoing legal issues, or proprietary company secrets, should not be included in the meeting minutes. Such information should be handled with utmost confidentiality.
  • Jokes or humor. Board minutes should maintain a professional tone. Avoid including jokes or humorous remarks made during the meeting, as they detract from the official record’s seriousness.
  • Unresolved discussions. If certain discussions were left unresolved or postponed to the next meeting, there’s no need to detail those in the minutes. Instead, the focus should be on the actions or decisions taken during the current meeting.
  • Unofficial comments. Do not include informal comments made before or after the official meeting, such as casual conversations or chitchat.

By excluding these unnecessary elements, board minutes become concise, relevant, and more effective in communicating critical information to stakeholders and ensuring transparency and accountability in the organization’s governance.

If you are unclear on a point recorded in the board meeting minutes, request clarification by reaching out to the accountable member. Additionally, always make sure to get the chairman’s approval of the final copy of the board minutes before sharing it with other directors.

How meeting minutes can help with a board resolution

Meeting minutes play a crucial role in supporting board resolutions in several ways.

Documentation of a decision-making process

Meeting minutes provide a comprehensive record of the discussions that led to a board resolution. They capture the various viewpoints expressed by board members, the questions asked, and the rationale behind the final decision. This documentation is essential in case the resolution’s validity is ever challenged or questioned. 

Tip: All the board meeting voting results reflected in meeting minutes are even easier to monitor when using a dedicated online tool for meeting minutes. It automates meeting minutes creation, keeps the data secure, and enables effective collaboration.

Legal and regulatory compliance

Board resolutions often involve significant official and legal decisions that have legal and regulatory implications. Meeting minutes serve as official evidence that the resolution was duly considered and approved by the board in accordance with the organization’s bylaws and applicable laws.

Proof of due diligence

The meeting minutes demonstrate that the board acted responsibly and conducted the necessary due diligence before arriving at a resolution. This is particularly important for resolutions involving financial transactions, major contracts, or significant organizational changes.

Reference for future actions

Minutes serve as a reference point for future actions and implementation of the resolution. They outline the action items and responsibilities assigned to board members or executives, ensuring that everyone is aware of their roles in executing the resolution.

Transparency and accountability

Publishing meeting minutes or making them available to relevant stakeholders promotes transparency within the organization. By having a clear record of the annual board meeting’s resolution and the reasons behind it, stakeholders understand the decision-making process, which fosters trust and accountability.

Communication with shareholders and investors

Meeting minutes can be shared with shareholders and investors to keep them informed about important board decisions. This level of transparency is vital for maintaining investor confidence in the organization.

Key takeaways

  • Board meeting minutes serve as essential tools for documenting and recording the proceedings and decisions made during corporate board meetings.
  • Using a for-profit or nonprofit board meeting minutes template ensures consistency, completeness, and professionalism in recording meeting details.
  • The minutes should include crucial information such as the meeting date, attendees, decisions made, action items, voting records, key reports, and presentations.
  • Board meeting minutes should not include personal opinions, off-topic discussions, excessive details, sensitive information, unattributed statements, conflicts, humor, or unofficial comments.

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FAQ

What is the best way to record board meeting minutes?

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.

Can I use a board meeting minutes template?

Yes, using a board meeting minutes template is highly recommended. Sample board meeting minutes provide a consistent and organized format for board meeting minutes, making the process more efficient and ensuring that critical information is not overlooked.

Whether you are an experienced minute-taker or new to the role, utilizing a template in the process of writing board meeting minutes enhances the quality of the minutes. Implement best practices for minute-taking and governance in your organization by customizing the template.

Who is responsible for taking the board meeting minutes?

Generally, any board member can take board meeting minutes. However, it’s typically a corporate secretary who’s responsible for that. 

In smaller organizations, especially nonprofit ones, that are limited in people, meeting minutes can be taken even by the CEO or executive director.

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