Board meeting minutes play an important role in the legal and functional life of a business or nonprofit corporation.
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Although they may seem inconsequential, minutes of regular board meetings record board actions and are considered to be legal documents by the IRS and the courts.
Corporations are generally free to format board meeting minutes according to their own needs and preferences. However, best practices require a systemic approach to board meeting minute creation and reporting.
Minutes are usually recorded either by the board secretary or someone the board has authorized to record and manage meeting minutes. This individual has a certain amount of latitude about how they approach the task, but they should be encouraged to follow a standard minutes format that documents meeting highlights and board actions.
- Date & time. Board meetings usually begin with a header that describes the date, time and location of the meeting. For legal and practical reasons, it's important to include all three of those pieces of information.
- Meeting attendance. Good board minutes list the names of board members who attended the meeting and the names of those who were absent. If the meeting included special guests, their names and titles should also find their way into the minutes.
- Report summaries. Most board meetings consist of reports from various committees and company leaders. Although the discussion doesn't need to be recorded verbatim, the minutes should capture the highlights of the conversation and give special treatment to action items that arise from a report.
- Resolutions. Board resolutions have to be carefully recorded in the minutes. Regular board meeting resolutions have important ramifications for the organization and should be accompanied by proper follow-up communication with key staff members.
- Adjournment. If there isn't any new business to include in the minutes, board minutes conclude with a notation that indicates the time the meeting was adjourned.
- Recording secretary. The last item on a board minutes document is almost always the name of the recording secretary. Many boards require both the secretary and the presiding officer to affix their signature to the official version of the document.