At a previous job, I was the corporate secretary who handled all the board meeting minutes, which is essentially a summary of what happened at a board meeting. So I’d take a pad of paper and head into the meeting. Intermingled with my responsibility for keeping everyone on track with the meeting agenda, I’d scribble notes on my pad about the meeting—who was there, the date, the time we started and finished, and actions that the board agreed to take, including the resolutions that were approved. At the end of the meeting, I’d go back to my office and deal with the emails and voicemails that I missed during the day. My pad of meeting notes would rest quietly on my desk. I had tried to be disciplined about transforming my notes into a draft of the minutes that could be circulated to the board of directors within a week of the meeting, but then I would get busy with other things. I never hit this deadline.
You see, putting meeting minutes together isn’t at the top of anyone’s list of favorite or pressing things to do. It is tedious but important work that needs to be done properly. Luckily for all you minute keepers out there, software thrives at tedious work. With the right tools they can make it easy to capture the sorts of things that you need each time you're putting together your minutes:
- Who attended
- If anyone attended by telephone or other means, that should be noted
- If someone left or arrived during some part of the meeting, this should be noted as well
- Where the meeting took place
- The approximate start and end time of the meeting
- The board’s review and approval of the minutes from the last meeting
- Whether there was an executive session, which is a part of the board meeting that only the board members attend. The details of the discussion during the executive session usually isn’t included in the minutes
Knowing that the basics are covered, your minutes need to delve into the heart of the meeting—what was discussed, reviewed, and decided. To cover these topics well, it is important to understand why companies have board meeting minutes. Minutes provide a written record of board deliberations and actions that took place during a meeting. They are also a tool for board members to demonstrate that they have satisfied the fiduciary duties imposed on them by state law (most typically Delaware), i.e., that they are making decisions they believe best serve the interests of the company and its stockholders. You may not realize it at the time, but many people could wind up reading the meeting minutes years later—investors and their lawyers, acquirors, regulators, and even people who are suing your company.
The trick is to cover the key items concisely with accuracy, and without presenting your company in an unflattering light. This doesn’t mean spelling out what was said verbatim. It means summarizing what happened in a few sentences: “Richard Hendricks next provided an update on the business development strategy and sales pipeline for the Company’s compression service. A detailed discussion among the board members ensued.” You may be tempted to add some of the more interesting comments that were said at the meeting, e.g., “Gavin Belson informed the Directors that they wanted their hiring to focus on kids that were graduating from college.” Though it may seem innocuous, such a sentence could be used against the company years later when it is facing an age discrimination lawsuit by a fired over-50 employee who claims the company has a pattern of getting rid of senior employees. Don’t be afraid if your minutes sound boring, “The CEO informed the Directors of its strategy for hiring employees.” Your goal isn’t to entertain the reader (that’s what your blog is for).
The actions and approvals made by the board get recorded as resolutions in meeting minutes. That’s when you see the magic word “RESOLVED” followed by a description, for example:
RESOLVED: The Board of Directors unanimously approved a joint venture
RESOLVED: The Board of Directors unanimously approved a lease for an office
If a director abstains (doesn’t participate in a vote because there is a potential conflict of interest), or if a director opposes the matter being voted on, those voting results should be included in your minutes.
Technology has finally caught on to the tedious task of minute keeping. Today I’d take my laptop instead of a pad of paper. In this new reality, all of the basic data for the meeting would be pre-populated ahead of time, guided by a software wizard, and I’d fill in the content for the minutes in real time while the meeting is happening. When the meeting finished, my draft meeting minutes would also be completed and ready for circulation to the board. None of this will likely make me “love” writing meeting minutes, but I do love that the computer is doing the tedious work so I can wow the board with lightning speed turnaround for the draft meeting minutes.
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Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation.
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Sample scenarios are for illustrative purposes only.
