Directors & Officers — The Importance of Board Minutes

Board members have the legal responsibility to perform their board duties with care (diligence), obedience and loyalty. A member’s failure to meet any of these duties can result in a claim against the organization, the board and/or its members. An effective method to minimize the chance of such a claim and to aid in its defense is to maintain detailed records of the board’s activities. Thorough documentation of the Board’s actions also provides a system for monitoring the members’ fulfillment of their legal duties. The minutes of the board’s meetings are a good place to start.

Suggestions

  1. If possible, have a non-board member take notes during the meeting and prepare the minutes. However, the Board Secretary is ultimately responsible and must oversee the preparation of the minutes.
  2. The minutes should include:
    • A list, by name, of whom attended the meeting. Note if anyone left or arrived during the meeting;
    • A copy of the agenda and any other material that the board members received either before or during the meeting;
    • A summary of the members’ discussions. The summary should document all of the various points considered by the board including references to any opposition;
    • The proper wording of any motions, resolutions, etc.;
    • A record of the vote on each item by the number of “ayes” and “nays.” List by name the members that voted in the minority; and
    • The time the meeting began and adjourned.
  3. Document the declaration of anyone who stated a conflict and how the board handled the situation (i.e., the person left the room during the discussion and vote).

The minutes should reflect that the board members were prepared, participated actively, and decided issues without undue haste or pressure. Due to the importance of the meeting minutes, the members should receive and review the previous meeting’s minutes before the next meeting. The minutes must document any corrections or changes that the members make. Board minutes provide evidence of the level of care, obedience and loyalty that the members exercised in carrying out their duties. Therefore, make sure the minutes are complete and accurate.

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