Who Takes Minutes?
What to Include
Summarizing Discussions
What to Leave Out
Approving the Minutes
Confidential Items
Availability of Minutes
Recordkeeping
Conclusion
For More Information
Sample Minutes
Pennsylvania law requires every nonprofit corporation to keep
a record of meetings where power or decision-making responsibility
is lodged. These typically include membership meetings and Directors
meetings. Such records are called minutes. They show that an
organization is doing business and acting in accord with its
mission and bylaws. They are the legal record of the corporation's
decisions.
Apart from the legal obligation, it makes good sense to keep accurate
and concise minutes. They can:
- serve as a reminder of decisions, assignments and deadlines;
- summarize the meeting for people who were unable to attend;
- create a history of the organization, telling what was
done, when and by whom;
- provide evidence in a financial or performance audit;
- offer evidence in the event of a lawsuit.
Because committees typically do not have final decision-making
authority, minutes of committee meetings are not required by
law, but may still be useful.
Who Takes Minutes?
The job of taking and safekeeping the minutes usually falls
to the board member that serves as Secretary. Because minutes
record decisions and create the history and legal record of
the organization, it is preferable for a board member, and not
a paid staff member to take the minutes. If minutes are taken
by anyone other than the secretary, it is still the Secretary's
duty to review and sign the approved minutes.
Minutes should be written soon after the meeting. Memories
fade very quickly. Avoid delay!
A tape recorder can be helpful in preparing minutes, but it
is not a substitute Secretary. Tape is not an adequate legal
replacement for minutes.
Committee meetings are a good place to develop future Secretaries.
Rotating the job from month to month among committee members
shares the burden while uncovering and sharpening note-taking
skills. Because committee minutes are not usually required by
law, it is a low-risk way to learn.
What to Include
Robert's Rules of Order, a manual for running nonprofit
organizations, explains that minutes are a record of what was
done at the meeting, not what was said. At a minimum, minutes
should include:
- Name and kind of meeting. It could be a regular board meeting,
an annual meeting, a meeting of the housing committee or a
special meeting. If it is a special meeting, attach a copy
of the meeting notice given to members.
- Date, place and time that the meeting began and ended.
- Names of the chair and secretary, or their substitutes.
- Names of voting members attending, and whether a quorum
was present. You may circulate a sign-in sheet and attach
it to the minutes.
- Names of guests and their subject matter. There is no need
to summarize the remarks.
- Whether minutes from the previous meeting were approved,
or corrected.
- Motions made. You must record:
- the exact wording of the motion;
- who made the motion;
- the result of the vote, though not the number of votes
for and against.
- Reports. Record the name of the report, the name of the
member presenting it, and any action taken on the report.
If the report was in writing, attach it, or tell where it
may be found. An oral report may be summarized briefly.
- Other actions, assignments and deadlines, resolutions and
recommendations can be briefly recorded.
- Secretary's signature, once the minutes have been approved.
Summarizing Discussions
Some boards may opt to go beyond the basics, and include additional
items. For example, a summary of a discussion can give a more
complete picture of the meeting. This can be helpful to members
who could not attend the meeting, and to those looking back
at the historical record of the organization. But it can make
the minutes lengthy. Discussion summaries should be brief, and
should never record the views of individuals.
Others are wary about putting too much detail in the minutes
because it may cause disgruntled people to focus on the discussion
that took place rather than the resolution that was adopted.
Summaries, if included in the minutes, should be balanced and
include major opposing viewpoints, even if they are not adopted.
What to Leave Out
The minutes are a factual record of business. Do not include:
- Opinions or judgments: Leave out statements like "a
well done report" or "a heated discussion."
- Criticism or accolades: Criticism of members, good or bad,
should not be included unless it takes the form of an official
motion. Thanks or expressions of appreciation should only
be included if there was a clear consensus of meeting participants.
(For example, by applause.)
- Discussion: If the organization has opted to include discussion
summaries, do not personalize it by recording the views of
individuals.
- Extended rehashing of reports: Just hit the highlights or
key facts, particularly if a written report is attached.
- Identity of voters: Unless a participant asks that their
vote or abstention be recorded, don't identify any voter by
his or her position on the issue.
Approving the Minutes
Minutes do not become official until they are read and approved
by formal vote. They should be read by the Secretary at the
next regular meeting. The Chair then asks for corrections and
additions, and calls for a vote.
Members may agree to skip reading the minutes aloud if members
have had enough advance time to read them. Some organizations
send a draft of the minutes to members before the meeting. This
is a good way to save time, while also helping members prepare
for the meeting.
Confidential Items
Occasionally a meeting calls for
confidentiality, such as when sensitive personnel matters are
being handled. In that case, the board may vote to go into executive
session, restricting participation to members and invited guests
only. The minutes of an executive session are read and approved
only by those members attending the executive session. If they
wish, the participants may opt to make the minutes available
to all members, but the discussion must remain confidential.
Executive session minutes are kept separate from regular minutes.
Availability of Minutes
Nonprofit organizations that serve the public need the support
of funders, the community and other stakeholders. Accommodating
requests to review corporate records including the minutes is
a good way to gain their support and confidence.
On the other hand, any member of the organization that requests
access to the minutes must be accommodated. Under Pennsylvania
law, a member with a reasonable purpose has the right to see
any of the organization's minutes, both membership and board
meeting minutes, as well as other corporate records including
the bylaws, the membership register and financial records.
Recordkeeping
The approved minutes should be signed by the Secretary, inserted
in a binder, and kept in a safe place. At the close of the fiscal
year, file them. If you have an annual audit, your auditor will
want to review them. Past minutes should remain in the organizational
files forever, as the official history and legal record of the
corporation.
Conclusion
Minutes are critically important documents required by law.
Keep them clear and succinct and they will be useful tools as
well.
For More Information
Pennsylvania Consolidated Statutes Annotated 15
Pa. C.S.A. §5508.
Robert, Henry M. Robert's Rules of Order Newly Revised,
10th edition (2000). Originally written in 1896, Robert's
Rules are traditional, and comprehensive.
Sample Minutes
Organization Name
(Meeting Type: Month Day, Year)
(time and location)
Board Members Present: Hedda Bordman, Diane Smith, Alida
Baker, Marjorie Howard & Shelley Harnett
Excused: Mark Fatla
Unexcused: Misty Nuff, Chuck Himm
Quorum present? Yes
Others Present: Sheila Boss, Executive Director, Keith
Bookth, Accountant
Proceedings:
Meeting called to order at 8:30 a.m., Hedda Bordman, Chair
Minutes of (date) were amended and approved
Executive Director's Report:
Recommends that if unable to find a new facility by the end
of this month, the organization should stay in the current
location for the winter. After discussion, Board agreed.
Smith mentioned that staff member Chi Spade's husband is
ill and in the hospital. MOTION by Howard to send a
gift to Spade's husband, expressing the organization's sympathy
and support; seconded and passed.
Finance Committee report provided by Committee Chair, Shelley
Harnett:
Harnett explained that consultant Keith Bookth reviewed the
organization's bookkeeping procedures and found them to be
satisfactory in preparation for the upcoming yearly financial
audit. Bookth recommends that organization obtain a management
letter along with the audited financial report.
Harnett reviewed highlights, trends and issues from the balance
sheet, income statement and cash flow statement. High accounts
receivables will require Finance Committee's attention to
policies and procedures to ensure our organization receives
more payments on time. After discussion of the issues and
suggestions about how to ensure receiving payments on time,
MOTION by Smith to accept financial statements; seconded
and passed.
Development Committee report provided by Committee Chair, Marjorie
Howard:
Howard reminded the board of the scheduled retreat coming
up in three months, and provided a draft retreat schedule.
MOTION by Baker to accept the retreat agenda; seconded
and passed.
Other business:
Meeting adjourned at 9:30 a.m.
Minutes submitted by Secretary, Alida Baker
Approved: ___________________________________ (date)
Signature: ___________________________________
