It is probably not much of a stretch to say that the last thing you or your staff wants to do at a company meeting is to take the minutes, but it’s an important and often necessary task. Following are five important reasons for making sure you have someone take clear minutes at your next meeting.
- They offer legal protection. Minutes are important details that you can’t ignore if you want to keep your business in line with state laws, and to back up your tax returns. Minutes represent the actions of the board and company leadership, and are considered legal documents by auditors, the Internal Revenue Service, and the courts. Legal experts will maintain that if an action isn’t in the minutes, it didn’t happen.
- They provide structure. Even though there is no standardized format for meeting minutes, the IRS and the courts consider it important that you made a reasonable effort to report the facts of the meeting. Therefore, make sure your minute taker sufficiently describes how board members arrived at reasonable decisions. The minute taker should also include the name of the organization, the date and time of the meeting, who called it to order, and who attended. If there’s a quorum, they should also note all motions made, any conflicts of interest, if any members abstained from voting, when the meeting ended, and who developed the minutes. Meeting minutes must then be approved at the next meeting by the leadership team.
- They drive action. Good meeting minutes help drive a plan of action for your leadership team and employees. They clarify how, when, why, and by whom decisions were made. They map out a plan for the action items — which helps get the work done — and they later provide valuable information to those team members who aren’t able to attend the meeting.
- They act as a measuring stick. Minutes record meeting decisions, which makes them a useful review document when it comes time to measure progress. They also act as an accountability tool because they make it clear who’s duty it was to perform which action. Be sure to check out Minutes of Meeting of the Board of Directors to view a template for the minutes of a board of directors meeting of a corporation.
- They state ownership. When votes are recorded and individual names are listed alongside each vote, it serves multiple purposes. First, it tells the board and leadership team who voted for what. This gives the board member some possible legal protection if the majority approved an issue and a lawsuit is filed. Second, if one particular board member abstained on the decision, or voted against the majority, it sets them apart from the suit.
Meeting minutes can be long and detailed, or they can be short and to the point, depending on the nature of the meeting. In situations of critical importance, and where the record is important, you may need to take detailed minutes. When this isn’t the case, minutes can be simple lists of decisions made and actions that need to be taken (with the responsible person identified). Generally, minutes should be as short as possible, as long as they highlight all key information.
One last note: it is always preferable for the minutes taker to disseminate the minutes within 24 hours of the end of the meeting. Preferable still is for them to issue the minutes on the same day. Also read Minutes of Meeting of Shareholders for a template for minutes of a shareholders meeting of a corporation.