A Few Minutes on Minutes
Minutes. We love to hate them don’t we? The quality of minutes is all over the place. I’ve seen some groups that literally include a verbatim transcript of the meeting (snore) to minutes where major decisions of the board are glossed over (uh, what just happened?) offhandedly. Nobody wants to be the secretary and take the minutes because its a pain in the rear end. It is a thankless job as everybody complains when they don’t get them and when they do, suddenly everyone is an amateur copy editor finding all the mistakes.
So, why bother with minutes?
- To Cover Your Fanny (or CYA). Minutes detail the decisions and delegations of the authority by the board of directors who are ultimately responsible for the health of the organization (aka their Fiduciary Responsibility). This is particularly important when it comes to issues of Conflict of Interest.
- To answer the question, “What in the heck was the Board thinking?” While good minutes are not a transcript, sometimes it is helpful to provide some background information or you can watch an issue develop over several meetings.
- To answer the question, “When did the board approve this?” You can wade through the minutes and document changes to your by-laws, policies, and contracts over time.
- To show your financial auditors that you didn’t expend the organization’s funds on a whim. The auditors may ask for the minutes to compare against the finances to ensure that funds were spent as authorized by the board. (Fiduciary Responsibility again).
- To help new board members get oriented. As part of your orientation packet, be sure to include the previous year’s minutes as a cure for insomnia, I mean background reading so the new members know what issues the organization has been tackling.
What’s a good approach to keeping minutes?
- Take advantage of technology! Some secretaries take minutes on a laptop during the meeting. Others hand write notes and then retype. Sometimes people tape record the meeting and use that to capture anything that is missed.
- Ask those who are making motions to write them down and give or email a copy to the secretary. This works particularly well when a motion is coming out of a committee or if the motion is detailed and complex. Your secretary will thank you.
- Consolidate attachments into the body of the document. Sometimes attachments get lost or aren’t provided and then the minutes will say something to the effect of “see attachment” which isn’t there. This is true of policies or by law changes.
- Disseminate the minutes as soon as possible after the meeting and to a wide audience. First and foremost, it will keep the to do items (an itemized list at the end also helps) fresh on the minds of the board members. Second, it resolves the Hit By A Bus Principle. If the Secretary disappeared tomorrow, would you be able to reconstruct the minutes?
- If you delegate decision-making authority to a committee, that group should also keep minutes and maintain a record the same way and for the same reasons as the Board!
A great quick resource about minutes can be found in the Maryland Nonprofits Frequently Asked Questions section (see #8) and over at Board Source.
In the meantime, thank your Secretary! He or she is doing an important task for the organization!
Do you have any pet peeves about minutes? Do you like to take the minutes? Got any suggestions for making minutes easier and more useful?