Board Minutes — How Detailed Should They Be?
What should be included in an association board’s meeting minutes? Should they include a complete summary of all topics discussed? A record of only the decisions made by the board? Something in between? Should individual votes be documented, and all recorded comments be attributed? These are just a few of the key questions volunteer leaders may have about board minutes. To provide some answers, association attorney Paula Goedert, a partner at Barnes and Thornburg, offers the following tips and best practices.

Explain the Basics. Board minutes need to include the basic information about when the meeting took place, where it convened, and who attended. The minutes should also contain a list of all the topics discussed and all resolutions put forth or voted on. The minutes should also record the time of adjournment and note whether — and at what point — voting members left the meeting.

Keep them Brief. Goedert recommends keeping the minutes simple and brief. Detailed descriptions and summaries of all conversations are not suggested, says Goedert. In fact, the less that’s recorded the better, as minutes are discoverable. In some cases, they can paint the organization into a box it doesn’t want to be in from a liability or tax perspective.

The minutes should simply say that the board discussed a particular issue with a brief recap of the key points and perhaps the mention of next steps. So, if one of the topics discussed was the site of the 2020 conference, the minutes might say, “The board discussed the selection of a conference site for 2020. They identified three finalists and the site will be selected at the next meeting.” Or, if a resolution was put forth, it would suffice to say, “It was moved and seconded that the 2020 conference be held in Peoria, contingent on the successful negotiation of contracts.” The result of the motion — pass or fail — should also be recorded.

No attribution. Goedert says it’s not necessary to record the individual votes of each board member for each resolution. Boards strive to meet consensus on all decisions, so reporting the outcome as pass or fail reflects the goal of achieving consensus. Once the majority acts, that is the position of the full board. Along those same lines, comments on discussion items need not be attributed to individual members. They should not say, for example, “Dr. Smith thought that Poughkeepsie would be a terrible location for a meeting.” Board members must feel free to express their opinions freely, without fear of backlash from others reading the minutes, says Goedert. This will lead to better decision-making by the board.

Goedert notes that there may be reasons to deviate from these guidelines. For example, if there is particularly important information that the board would like to promote or highlight to membership, more detailed summaries may be warranted. But minutes are not a medium for board member grandstanding on a particular issue, marketing, or some other extraneous purpose, adds Goedert. Simply put, the board minutes are a record of topics discussed and actions taken. Guidelines vary from association to association, so it’s best for boards to consult with their legal team on the best approach to take.
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