A board meeting of a company or non-profit is one of the most important meetings you can have.
It is best thought of as a ‘Steering Committee’ with overall responsibility for the destination and direction of the organisation.
With that in mind, what do you need to write in Board Minutes, and what can you leave out?
Let’s cover the basics first. You need to include:
- A meeting title – “Board Meeting of ACME Ltd”
- The date “held on 1st January 2012″
- The location: “at ACME Headquarters, York”
- Who was present: “Present: J Smith (CEO), B Smith (CTO) and F Smith (Company Secretary)”
- and who was absent: “Apologies: G Smith (Non-Executive Director)”
Ok, so you have the header for your minutes but what do you put in the minutes themselves.
Some minutes secretaries try to include everything but not every word spoken is gold dust.
In my opinion, board meeting minutes should be succinct and light, the minimum content is simply listing any decision that was agreed.
A decision item on the minutes could be written with:
“The board resolved to…”
“The board resolved to open a new office in Connecticut. J Smith was tasked with overseeing the project”
“The board resolved to pay dividends of $5 per share on 1 February 2012″
Appointments and Resignations
In addition to decisions a board has its own members. The minutes should also include any major personnel changes:
“W Smith resigned as CFO. R Smith was appointed as CFO”
What to leave out
Think back to the analogy of the steering group. A steering group just says ‘We are going this way, or that way’. Directions are all you need, the rest of the organisation then has the job of figuring out how to get there and doing it.
Try to avoid going into the tactical details of how a decision is going to be achieved. Even if this was discussed at board level it’s very likely to all change.
You should also consider whether you wish to portray the board as unanimous or split in its decisions. Generally speaking you should seek to hide whether or not the board is unanimous in its decisions (hide the details of specific arguments for and against a motion, don’t publish the voting split unless you have to).
The reality is that once the board has made the decision, it is the board’s shared responsibility for that decision, whatever the actual votes within were. A healthy board should make decisions as a group and stick to them, doing otherwise risks board divisions spilling out into the rest of the organisation.