Non-Profit Management Series - The Role of the Corporate Secretary - How to Write Effective Board or Other Meeting Minutes

By
Real Estate Agent with PREA Signature Realty - www.preasignaturerealty.com

AUTHOR'S NOTE:  This article was written for a real estate association newsletter and is directed at newly elected association officers.  However, the concepts are the same whether it is a team meeting, meeting with clients, or an association or committee.  The article describe how to draft good meeting minutes and how to use meeting minutes as a tool for creating accountability and action after meetings.

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.

Name of Organization:
Place of Meeting:
Date/Time:

Quorum Present:

Guests in Attendance:

Board Member/Title

Voting Rights

Written Report Submitted

Meeting Attendance

 

 

 

 

  • 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.

Name of Organization:
Purpose of Meeting:

Place of Meeting:
Date/Time:
Meeting Chair:

Topic

Discussion

Action

Person
Responsible

 

 

 

 

  • 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.

Motions and Resolutions:

Number

Introduced/Seconded by

Nature of Motion/Resolution

Vote

 

 

 

 

  • 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.

Action Items:

Items

Actions to Be Taken

Person Responsible

Deadline

 

 

 

 

  • 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.

Board Members:
Present:

Absent:

Quorum present? Yes

Others Present:

  • 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.

Proceedings:
· Board Meeting called to order at 9:00 a.m. by Chair xxx xxxxx
· Meeting minutes from xxxxx xx, 2010, were amended and approved

  • 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.

· Finance Committee report provided by Treasurer xxxxx xxxxx:
- xxxxxxx explained that consultant, Susan Johns, reviewed the organization's bookkeeping procedures and found them to be satisfactory, in preparation for the upcoming yearly financial audit. xxxxxx recommends that our company ensure the auditor provides a management letter along with the audit financial report.
- xxxxxxx  reviewed highlights, trends and issues from the balance sheet, income statement and cash flow statement. Issues include that high accounts receivables requiring Finance Committee attention to policies and procedures to ensure our organization receives more payments on time.

  • 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.

· Other business:
- xxxxxx noted that he was working with staff member xxxxx to help develop an information management systems plan. xxxxxxx asked members for their opinions to help select a consultant. The majority of members agreed on retaining xxxx Company.

MOTION to retain and employ xxxx Company for IT consulting service at a rate not to exceed amount specified in proposal, made, seconded and approved/passed.

  • 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.
  • Meeting adjourned at 11 a.m.
  • Minutes submitted by Secretary, xxxx xxxx
  • Minutes Prepared:  August 11, 2010
  • Minutes Approved: September __, 201

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 (10th 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.

NEED TRAINING MATERIALS FOR NEW OFFICER ORIENTATION?  Contact Ryan Shaughnessy at PREA Signature Realty at 314-971-4381 or via e-mail to Ryan@PREASignatureRealty.com for more information.

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PREA SIGNATURE REALTY

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PREA Signature Realty is a full service brokerage located at 1709 Park Avenue in the Lafayette Square neighborhood of the City of St. Louis.  PREA Signature proudly serves the following city neighborhoods:  Lafayette Square, Soulard, Benton Park, Benton Park West, Downtown Loft District, Forest Park Southwest, Central West End, Tower Grove East, Tower Grove South, Compton Heights, Shaw, The Hill, Dogtown, Carondelet, Holly Hills, St. Louis Hills, Dutchtown, and the Other Historic Neighborhoods of the City of Saint Louis, Missouri. 

The opinions expressed herein represent the opinions of the author only and do not reflect the opinions of PREA Signature Realty.  All photos and written content were produced by PREA Signature Realty.  All Rights Reserved - PREA Signature Realty (2009).  This content may not be reproduced or reprinted, except for Active Rain re-blogging, without express written permission of PREA Signature Realty.

For more information, visit our website at www.PREASignatureRealty.com or contact Ryan Shaughnessy at 314-971-4381 or send an email to Ryan@PREASignatureRealty.com

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