The Legacy Project - Taking Effective Minutes

On a regular basis, the Legacy Project will be publishing articles relating to chapter management. The articles are not definitive and should be used only as a guide. The articles may relate to specific positions or may relate to specific topics. We hope that these articles will be of assistance to future chapter leaders.

THE ROLE OF MEETING MINUTES

Minutes of a meeting are invaluable to chapter leaders and members. Minutes serve a number of purposes and uses beyond simply recording events and decisions – such as:

• REVIEW OF PAST ACTIVITIES: Minutes record past stances and positions taken by individual members as well as the board as a whole.
• SUMMARIZING PROCEEDINGS: Minutes creates a summary of the board session for use at future meeting and for use by board members who were unable to attend the board meeting.
• COMMUNICATION: Minutes act as a communication to convey to chapter members the substance of issues addressed at the board meeting as well as decisions made by the board.
• LEADERSHIP TOOL: Minutes serve as a roadmap for future action – including a reminder of who committed to doing what.
• INDIVIDUAL RECOGNITION:  Minutes are a simple way to recognize individual contributions to the chapter.

PREPARING TO TAKE MINUTES

To create good minutes, the Secretary should prepare for the meeting. Good preparation results in greater organization and more accurate minutes. Here are some tips for preparing to take minutes:

• ATTENDANCE LIST. Create an attendance list of all board members for meetings including title and voting rights. Simple circle or make a check against the each person in attendance at the meeting.  Include a space on the list for noting guest or non-board members in attendance.  In addition, include a box to indicate whether the board member submitted a written report at or before the meeting.

• AGENDA OUTLINE. Obtain a copy of the meeting agenda. Create an outline for the meeting.  The outline should follow the items on the meeting agenda and should include sufficient space for taking notes on the discussion as well as recording the acts taken or decisions made.

• ABBREVIATIONS. Create a standardized set of abbreviations for people and actions. Use of abbreviations will allow you to focus on the discussions at the meeting.

• MOTIONS/RESOLUTIONS LOG. Create a log for resolutions or motions taken recording the name of the moving party, the name of the person who seconded the motion, the nature or substance of the motion or resolution, and the roll call record of the vote indicating whether the resolution or motion passed or not.

• ACTION ITEMS. Create a list of action items from the meeting. This item should be separate from the minutes for use of the Executive Committee to track commitments made by individual board members and to create accountability so that actions required to move issues forward are taken between meetings.

• RECORDING/NOTES. Use a recording device to record the meeting (if appropriate). Use handwritten notes or computer at the meeting to take the notes necessary to later prepare the minutes. Don’t try to make notes of every comment. Focus on the issues discussed, major points raised and decisions made.

• PROMPT PREPARATION. Set aside time after each meeting to prepare the minutes. Minutes tend to be more accurate when prepared immediately after a meeting. Too often, the Secretary waits to prepare the meeting minutes until immediately before the next meeting. As a result, memory of the meeting fades, important information is missed or omitted from the minutes and inaccuracies in the minutes develop.

• PROOFREAD. Before issuing the minutes, proofread the draft of the minutes to confirm the correct spelling of all names, titles, etc.

• LIMITED DISSEMINATION FOR REVIEW. Before finalizing the minutes, circulate a copy of a draft of the minutes to the Executive Committee for their review and comment.

DRAFTING MINUTES

Here are some simples steps to drafting the minutes for your chapter’s board meetings:

• STEP 1 – MEETING TITLE. Start with the title. Set for the name of the organization, type of meeting and the time, date, and location of the meeting.

• STEP 2 – ATTENDANCE. List the names of board members in attendance and absent. Include the names of non-board members as guest. Note whether a quorum is present or not.

• STEP 3 – PRELMINARY ITEMS. Set forth who called the meeting to order and when and who presided over the meeting. Note any preliminary items such as the approval of past minutes. State whether the minutes were approved or amended.

• STEP 4 – REPORTS. Identify and summarize any reports given to the board, such as the President’s Report, Treasurer’s Report, etc. After the title of each report, write the name of the person delivering the report. In summarizing the important points of each report, the Secretary can write the summary as a prose paragraph or make each item a bullet point. Be sure to include any actions taken as a result of the reports, such as motions made and seconded and the voting results on the motions.

• STEP 5 – OLD/NEW BUSINESS. Record any discussion and decisions on old and new business. Record important points in a discussion, the wording of any motion made and the voting results.

• STEP 6 – ADJOURNMENT. End the minutes with the adjournment, including the time the meeting ended, who called for adjournment and the vote. The secretary should sign the minutes below a final phrase, such as "Respectfully submitted by" including the time/date prepared and the time/date approved.

MISCELLANEOUS ISSUES IN DRAFTING MINUTES

SHOULD MOVERS AND SECONDERS BE RECORDED IN MINUTES? Generally, No.

The answer will vary based on your chapter’s bylaws, standing rules and customs and practices. However, absent contrary authority, the name of a person making a motion or seconding a motion should not be recorded in the minutes. This rule is based on the comments contained in Rule 60 of the Robert's Rules of Order (10^th Edition) which states as follows:

The mover's name is recorded only "in the case of important motions."

The name of the seconder of a motion should not be entered in the minutes unless ordered by the assembly…

WHAT IS THE PROCEDURE FOR HANDLING CONFIDENTIAL MATTERS? Executive Session or Redacted Minutes.

When a board of directors discusses confidential matters such as legal, tax or personnel matters, the board of directors should meet in executive session. Here is the typical procedure to be followed:

• A board member moves that the board go into executive session. If the motion is adopted, the meeting proceeds with non-board members excluded. The Secretary records in the minutes only that the motion was made, seconded and passed.
• The board conducts its confidential business. Non-board members may be invited by the board to attend. The Secretary records minutes from the executive session. However, the minutes of the executive session are not included in the general meeting minutes and are kept separately in a confidential manner.
• When the executive session is adjourned, the public or general minutes should record that the executive session has concluded. The board may elect to announce the decisions made in executive session for inclusion in the general meeting minutes.

The Legacy Project will publish future articles on chapter best practices. The articles represent the opinions of the author and do not reflect any official position of the National Women’s Council of REALTORS® or the Metropolitan St. Louis Chapter of the Women’s Council of REALTORS®.

ABOUT THE AUTHORS:

This article was written by local attorneys and real estate brokers Michelle Silies and Ryan Shaughnessy, principals at PREA Signature Realty in Lafayette Square.

All Right Reserved - PREA Signature Realty (2010).