All states require corporations to take and distribute minutes of meetings, and all states require that boards of directors keep meeting minutes. But there are no specific rules about what to include in board meeting minutes and how to take these minutes. Here are some tips for using make the life of your corporate board more difficult, including tips on virtual meetings.
Why Keep Corporate Board Meeting Minutes
There are actually several reasons for taking and recording minutes of your corporate meetings.
For legal purposes. The first and most important reason to take minutes of meetings is to have a record of what you decided, in case the minutes are called on by a court during litigation.
For liability purposes. Board members are in a position of trust. The protection of board members from liability is called a corporate veil because it keeps a legal barrier between the board and the business. The board members make decisions about money invested by corporate shareholders, and they need to be able to prove they acted wisely, in the best interest of the corporation, and without conflicts of interest. Minutes help board members avoid personal liability for their actions.
What a Board Does – And Doesn't – Do
A corporate board makes decisions on overall policy for the business or organization. The day-to-day decisions are made by the corporation's executives based on that policy. Sometimes boards overreach and try to make decisions that are best left to the management.
Adopt an Agenda Before the Meeting
A meeting agenda lists the topics to be discussed and approved during the meeting. Having a specific agenda not only makes the meeting run more smoothly, but it lets the board (and anyone reading the minutes later) know the relative importance of each item on the agenda. The president usually presents a proposed agenda at the beginning of the meeting and the board adopts it, after making changes.
Your board agenda should include specifics on each of these areas to be discussed, voted on by the board members:
- Agenda for approval (the board can approve an addition)
- Minutes of the last meeting for approval
- Reports from executives and committees
- Old business (carried over from a previous meeting)
- New Business
- Comments and announcements
- Adjournment (with time)
- Next meeting date set.
To make your meeting go faster and make sure you have time to discuss everything, don't allow discussion on anything that isn't included in the agenda. Add the subject to the next meeting's agenda.
Important Parts of the Board Meeting Minutes
The template for board meeting minutes should include:
What type of board meeting — regular, special or annual (all states require corporations to have an annual meeting). If presentations are given by committees or others, include names and titles of presenters.
Who was present, noting directors, guests, and staff members, and which board members were not present. The names of anyone coming late or leaving early must be noted.
Whether a quorum is present. A quorum is usually required by the corporate by-laws for any votes to be taken. The quorum requirement is usually more than half of the members. (For a board of nine members, for example, five members must be present for a quorum).
What to Record and What NOT to Record
Probably the biggest mistake boards make is to require detailed information on discussions (sometimes arguments) and processes. The meetings should reflect the what was done and decided at the meeting, not who said what in the discussion.
Let's say your board is voting on a motion to sell a new line of products. The meeting minutes should say: "Motion to add a new line of spices. Motion seconded and approved, with so-and-so dissenting." If the group had a discussion, you don't need to say anything about it.
Minutes are an official record, which means they can be subject to a subpoena in a trial. Only include what's required.
Using a Consent Agenda to Keep Meetings Short
No one likes long meetings, but there are some ways to shorten the meeting and the minutes. You may want to save board meeting time by creating a consent agenda. Basically, this agenda is a list of issues that can be dealt with quickly without discussion. The list might include minutes from the previous meeting, financials, and reports from committees or the CEO.
Options for Virtual Corporate Board Meetings
You can have virtual board meetings in one of several different types:
- On the phone or a speakerphone, with or without internet support
- A combination of members online and in person
- A "full-featured" meeting, with internet, phone, audio, video, text, and voting capabilities
Some considerations and questions to answer:
- How can members vote? Will you allow anonymous voting by phone or text? How will that work? Will log-in be sufficient?
- How will members see the agenda and important documents? What about changes to a document before voting? Will motions need to be submitted in writing?
- Will someone be on hand to help members with technical issues and troubleshooting?
- How will you decide who has the floor for discussion?
You may want to include your decisions about running virtual board meetings in your corporate bylaws. Roberts Rules of Order has some sample rules for electronic meetings that might help you make decisions and document them in your bylaws.
Keep Records of Meeting Minutes
After all the trouble you go to in order to keep good minutes for your corporation, don't forget to keep your corporate meeting minutes somewhere safe and accessible. Set up a process for keeping minutes in a corporate records book, or "in the cloud," in a password-protected file.
Add an Attorney to Your Board of Directors
Whether your corporation is private or public or non-profit, you should have an attorney advising you on how to take corporate minutes, and to be in attendance at important board meetings to make sure you and your board are protected.