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Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Record keeping is a crucial part of business. Board minutes are an invaluable resource for any organization, providing a legal record of board meetings and protecting the rights of all involved parties. From external stakeholders looking to make informed decisions, to board members needing to understand the decision-making process and how best to guide it, board minutes are an essential tool.
The ��������Ƶ team understands this importance which is why we’ve created an open source legal template library, containing millions of datapoints that can help you draft and customize high quality documents. Our library will provide a complete overview on when and how you should record your board minutes - from defining consensus to understanding members’ responsibilities when recording documentations - so you can protect the interests of your organization with absolute confidence.
Recording board minutes involves more than simply noting down what has been discussed; it’s about making sure that all decisions taken by the board comply with legal standards and regulations. This includes giving detailed accounts on issues discussed at meetings, recording any motions made or resolutions passed and documenting events such as voting or election results accurately. Additionally, recorded details should be provided in sufficient detail for any future reference or use in court proceedings if necessary.
By taking accurate records at every meeting you’ll ensure that everyone is kept up-to-date on each topic being discussed as well as providing transparency in regards to decisions that have been made by the organization’s governing body - leaving no room for questionable practices or misinterpretation down the line. In addition, keeping track of key moments during each session allows members to easily look back at information they may have missed during discussion points if required.
At ��������Ƶ we know just how important it is for organizations to keep their house in order which is why we are dedicated (without requiring users to create a ��������Ƶ account) in helping them do so with our comprehensive step-by-step guidance on when and how best to record their board minutes plus access our free template library today! So read on now for everything you need know about recording effectiveboard minutes – from deciding who will do so through taking into consideration potential conflicts – so you can make sure your organization runs smoothly!

Definitions

Accountability: Being responsible for one’s actions.
Transparency: Being open and honest about decisions and actions.
Legal Compliance: Acting in accordance with the laws applicable to the situation.
Action Items: Tasks or duties that require action to be taken.
Digital Repository: An online storage system for documents.
Organized Filing System: A system for filing documents in an orderly manner.
Securely Stored: Documents being kept in a safe place.

Contents

1. Why is it important to record board minutes?
2. What should be included in board minutes?
3. Names of attendees
4. Date and time of meeting
5. Decisions made
6. Summary of discussion
7. Details of any actions taken
8. How to prepare for recording board minutes?
9. Gather relevant documents
10. Ensure all necessary personnel are present
11. Assign someone to record the minutes
12. What is the process for recording board minutes?
13. Record the date, time, and location of the meeting
14. Record the names of attendees
15. Take notes on the discussion and decisions made
16. Document any action items
17. Record the time the meeting ends
18. When should board minutes be taken?
19. At the start of each meeting
20. After each discussion/decision
21. At the end of the meeting
22. How to store board minutes for future reference?
23. Create a digital repository
24. Maintain an organized filing system
25. Ensure all documents are securely stored
26. How to review and approve board minutes?
27. Have the recorder read the minutes aloud
28. Allow time for questions and corrections
29. Have the meeting chair sign off on the minutes
30. Common mistakes to avoid when recording board minutes
31. Leaving out important details
32. Recording opinions rather than facts
33. Not recording action items
34. Not taking sufficient notes
35. How to distribute board minutes?
36. Email them to all board members
37. Post them on a secure website
38. Store them with other board documents
39. How to ensure accurate board minutes?
40. Have someone review the minutes before they are distributed
41. Make sure to regularly update and review the minutes
42. Have the chair sign off on the minutes at the end of each meeting

Get started

Why is it important to record board minutes?

• Record board minutes to document the decisions, discussions and votes that take place during board meetings
• Minutes should provide a clear and accurate summary of what was discussed and agreed upon by the board
• Minutes should outline the responsibilities of board members clearly
• Board minutes are a legal document that can be used to defend the board and its decisions during legal proceedings
• Recording board minutes is essential for the board to be able to track progress, review past decisions and analyze the results of board meetings
• When board minutes are recorded accurately, it ensures that board members are accountable for their decisions and actions
• When board minutes are properly documented, it will help the board maintain its standards and improve its performance
• You can check off this step when you understand why it is important to record board minutes.

What should be included in board minutes?

• The date and time of the meeting
• The name of the organization
• The names of all attendees
• A summary of the topics discussed
• Any decisions that were made
• Any action items that were assigned
• The name of the person who recorded the minutes

How you’ll know when you can check this off your list and move on to the next step: Once you have included all the items listed in the bullet points, you can move on to the next step.

Names of attendees

• Make sure that all present board members are listed in the minutes.
• If any guests are present, include their names as well.
• If a board member is not present, make a note of this in the minutes.
• List the names in the order they appear on the agenda.
• Once all the names have been listed, check this step off the list and move onto the next step.

Date and time of meeting

• Record the date and time of the meeting at the top of the board minutes.
• Make sure the date and time of the meeting is the same as when the meeting actually took place.
• Check off this step once you have verified the accuracy of the date and time of the meeting.

Decisions made

• Record any decisions made by the board, including motions and votes
• Record the purpose of the motion, the motion itself, and the result of the vote
• Include a brief description of the discussion that led to the decision
• Record any dissent or abstentions
• Make sure the minutes accurately reflect the decisions made
• You can check this off your list when all decisions have been recorded in the minutes.

Summary of discussion

• Take notes during the board meeting to capture the main topics and points of discussion
• Summarize the key points discussed in the meeting, including the decisions made, in a few sentences
• Make sure the summary includes the names of any people involved in the discussion, if relevant
• Once the summary is complete, check it against the meeting agenda to make sure all items have been addressed
• When the summary is complete, you can check this off your list and move on to the next step.

Details of any actions taken

• Take notes on any actions that are agreed on during the board meeting.
• Record the details of any actions taken, including their purpose, who is responsible for carrying out the action, and any deadlines agreed upon.
• Check that all members of the board agree with and understand the actions taken.
• Review the notes and make any necessary changes or edits before recording the minutes.
• When all board members have agreed to the actions taken, you can check off this step and move on to the next.

How to prepare for recording board minutes?

• Review the board’s purpose and the roles of the board members
• Review the board’s previous minutes to ensure accuracy and consistency
• Draft an agenda for the meeting ahead of time
• Make sure all board members have access to the agenda and any other relevant documents
• When you have all the necessary documents and information, you can check this off your list and move on to the next step.

Gather relevant documents

• Collect and review the agenda for the meeting
• Gather any necessary supporting documents
• Make copies of any documents that need to be distributed to board members

You’ll know when you can check this step off your list when you have all the necessary documents collected and reviewed.

Ensure all necessary personnel are present

• Check the bylaws to determine who should be present for the meeting and make sure those individuals are in attendance.
• Ensure the meeting is chaired by the board president or another board member with the authority to do so.
• How you’ll know when you can check this off your list and move on to the next step: Once the necessary personnel are present, you can proceed to the next step of assigning someone to record the minutes.

Assign someone to record the minutes

• Assign an individual to record the board meeting minutes.
• This individual should have good note-taking skills and be present for the entirety of the meeting.
• Once the individual is assigned, ensure they have the necessary materials and equipment to record the minutes.
• When you have completed this step, ensure that the individual assigned to record the minutes is present and ready to take notes.

What is the process for recording board minutes?

• Decide who will be responsible for recording the minutes and ensure they are in attendance at the meeting
• Provide the recorder with the necessary materials (e.g. paper, pen, laptop, etc.) for recording the minutes
• Ask for clarifications when needed to ensure accuracy in minutes recording
• After the meeting, transfer all notes to a digital file

Once you have decided who will be responsible for recording the minutes and provided them with the necessary materials, you can check this off your list and move on to the next step.

Record the date, time, and location of the meeting

• Make sure to document the date, time, and location of the meeting in the minutes
• This should be done as soon as possible after the meeting has concluded
• If the meeting was held remotely, make sure to document the location of the meeting as ““remote””
• Once you have documented this information, you can check this off your list and move on to recording the names of attendees

Record the names of attendees

• Ask each person present to state their name
• Record the names of all attendees in the minutes
• Check off this step once all names have been recorded in the minutes
• Move on to the next step of taking notes on the discussion and decisions made.

Take notes on the discussion and decisions made

• Listen carefully as the board discusses topics, ideas, and decisions
• Record notes on each topic and each decision made during the meeting
• Make sure you include the names of board members who spoke on the topic
• Ensure that the notes are detailed enough to understand the context of the discussion
• Once you have taken notes on each topic and decision, you can check this step off your list and move on to the next step.

Document any action items

• Review the notes taken on the discussion and decisions made to identify any action items that need to be completed.
• Record each action item, including the name of the person assigned to complete it, the timeline for completion, and any other details necessary to ensure the task is completed.
• Check off this step when all action items have been recorded.

Record the time the meeting ends

• Make a note of the time when the board meeting ends.
• Record the end time in the minutes document.
• Once the time is recorded, you can check this step off your list and move on to the next step.

When should board minutes be taken?

• Minutes should be taken at every board meeting, regardless of whether a quorum is present
• Minutes should be taken during annual or special board meetings
• Minutes should be taken during executive sessions
• Minutes should be taken during board committee meetings
• Minutes should be taken at any other meeting where official board business is discussed

Once you have taken minutes at all of the above meetings, you can check this step off your list and move on to the next step.

At the start of each meeting

• Call the meeting to order and introduce members, if necessary
• Confirm the agenda for the meeting
• Confirm the date and time of the meeting
• Confirm the location of the meeting
• Confirm the quorum of board members present
• Confirm the name of the individual who will be responsible for the meeting minutes
• Ask for any changes or additions to the agenda
• Once changes/additions are confirmed, start the discussion

Once the meeting has been called to order and the agenda is confirmed, you can check this step off your list and move on to the next step.

After each discussion/decision

• Take detailed notes on the discussion, including who said what and what was decided
• Make sure to note any vote taken and the results
• Ask for clarification if anything is not clear
• Once all the facts have been recorded, check off this step and move on to the next.

At the end of the meeting

• Have the chairperson confirm that all items on the agenda have been discussed and all decisions made
• Obtain a motion to approve the minutes from the previous meeting and vote to approve
• Have the chairperson confirm that all items on the agenda have been discussed and all decisions made
• Ask for a motion to adjourn the meeting and vote to adjourn
• Have the secretary record the motion to adjourn and the time of adjournment in the minutes
• Have the chairperson sign the minutes
• You’ll know this step is complete when the meeting has been adjourned and the minutes have been signed by the chairperson.

How to store board minutes for future reference?

• Store the board minutes in both a hardcopy and digital version.
• Hardcopy version should be stored in a secure, locked filing cabinet.
• Digital version should be stored in a secure, password-protected shared network.
• When complete, you can check this off your list and move on to the next step.

Create a digital repository

• Create a folder on your computer’s hard drive to store digital copies of board minutes
• Use a cloud-based storage system or a secure file transfer program to store digital copies of board minutes
• Create backups of the digital repository regularly
• Organize the digital repository in a way that makes it easy to find specific board minutes
• When the digital repository is created, you can move on to the next step of maintaining an organized filing system.

Maintain an organized filing system

• Set up a filing system for all board and committee documents, such as agendas, minutes, and reports.
• Make sure the filing system is secure and easily accessible by all board members.
• Assign different folders for each board member, committee or topic, and label them accordingly.
• Establish a backup system to ensure all documents are securely stored.
• Make sure the filing system is regularly updated with new documents.

Once you have set up and maintained an organized filing system, you can move on to the next step.

Ensure all documents are securely stored

• Store all board meeting documents and minutes in a secure, private location.
• Use a secure document storage system, like a cloud-based service or an encrypted hard drive.
• Make sure that all documents are backed up in case of accidental deletion or data loss.
• Ensure that all documents are kept up to date with the latest information.
• When finished, make sure to double-check that all documents are securely stored.

You will know you have completed this step when you have securely stored all board meeting documents and minutes in a safe, private location.

How to review and approve board minutes?

• Have the board members review the minutes to ensure accuracy
• Have the board members discuss and vote on the accuracy of the minutes
• Ensure the vote is recorded in the minutes
• Have the chairperson sign the minutes
• You have completed this step when the minutes are approved by the board and signed by the chairperson.

Have the recorder read the minutes aloud

• Have the recorder read the minutes aloud in full
• Ensure all board members are listening and paying attention
• Ask questions if any statements need to be clarified
• Allow time for any corrections or amendments to be suggested
• When everyone is satisfied, the recorder should note that the minutes have been approved
• Check this off your list and move on to the next step of allowing time for questions and corrections

Allow time for questions and corrections

• Ask if anyone has any questions or corrections to the minutes
• Allow time for any questions or corrections to be discussed
• Make sure all questions and corrections are addressed
• When all questions and corrections are addressed, you can move on to the next step of having the meeting chair sign off on the minutes

Have the meeting chair sign off on the minutes

• Have the meeting chair read the minutes aloud, word-for-word, at the end of the meeting.
• Ask the other board members if they have any corrections, additions or deletions.
• Make any necessary changes to the minutes before the meeting chair signs them.
• Have the meeting chair sign the minutes as an official record of the meeting.

You will know that you can check this off your list and move on to the next step when the meeting chair has signed the minutes.

Common mistakes to avoid when recording board minutes

• Ensure that the title of the board minutes is included
• Make sure the date and location of the meeting is clear
• Do not leave out any important details of the meeting, such as the names of attendees, any decisions made, or resolutions passed
• Do not record any opinions or personal comments
• Always double-check the minutes for accuracy and completeness
• When you’re done, make sure the meeting chair signs off on the minutes

You can check this off your list when you’ve ensured that all of the above points have been accounted for.

Leaving out important details

• Ensure that all decisions made, motions passed, and votes taken are recorded
• Include names of people who proposed motions, seconded motions, and cast votes
• Take note of any dissent or abstentions
• Record the exact wording of motions or resolutions
• Make sure to include the date and time of the meeting
• When the meeting ends, make sure to include the adjournment time

Check off this step when all decisions made, motions passed, and votes taken are accurately recorded.

Recording opinions rather than facts

• When recording board minutes, focus on recording facts and not opinions.
• Make sure to note the names of those who expressed opinions, and the main points of the opinion, but don’t record the opinion itself.
• Once you have recorded the facts, you know you have completed this step and can move on to the next step in the guide.

Not recording action items

• Understand the purpose of board minutes, which is to record the facts, decisions, and actions of the board meeting
• Take notes during the meeting and document who makes a motion and who seconded it
• Document any votes taken, including the outcome and how each board member voted
• Avoid recording opinions, discussions, and other details that are not relevant to the motion
• Ensure that any action items and tasks assigned to board members are clearly noted and recorded
• Check off this step when you have all of the action items, facts, votes, and decisions recorded in the minutes.

Not taking sufficient notes

• Take detailed notes during each board meeting, including the names of any board members present and those who were absent, the names of any guests present, topics discussed, and any decisions made
• Include any action items assigned to board members, and note the timeline for completion
• Have a designated person take notes and keep track of time limits for each agenda item
• Make sure to save the notes from each meeting to ensure that a comprehensive record is kept

Once you have taken sufficient notes and action items, you can check this step off your list and move on to distributing the board minutes.

How to distribute board minutes?

• Create a digital or physical copy of the board minutes
• Make sure to include any relevant attachments
• Send the board minutes to all board members via email
• If desired, you can also print the board minutes and mail them to the members
• You will know this step is complete when all board members have received the minutes.

Email them to all board members

• Prepare the board minutes
• Compile a list of board members’ email addresses
• Address the email to the board members
• Attach the board minutes to the email
• Send the email to all board members
• Check the sent folder to ensure the email has been sent
• You can check this off your list when all board members have received the email.

Post them on a secure website

• Create a secure website where board minutes can be posted.
• Upload the board minutes to the secure website.
• Ensure the board minutes are accessible only to board members.
• Once the board minutes have been successfully uploaded and are accessible only to board members, check this step off your list.

Store them with other board documents

• Create a folder on your computer or cloud storage to store board documents
• Store the board minutes securely in this folder
• Label the board minutes with the date and the reason for the minutes (e.g. board meeting)
• Make sure the folder is only accessible to the board and key stakeholders
• You can check this off your list when you have stored the board minutes securely in the folder.

How to ensure accurate board minutes?

• Ensure all members of the board are present and that the meeting is properly noticed
• Keep the minutes in chronological order
• Document the start and end time of the meeting
• Record the name of the board members present
• Record the names of any visitors
• Include motions and resolutions
• Record the vote for each motion and resolution
• Record any discussion and the outcome of the discussion
• Provide a brief summary of the meeting

Once you have completed all these steps, you can check this off your list and move on to the next step.

Have someone review the minutes before they are distributed

• Have a designated person review the minutes before they are distributed.
• Make sure the minutes are accurate and complete.
• Have the reviewer check for questions, accuracy, spelling and grammar.
• Once the minutes are reviewed, the designated person can sign off on them and the minutes can be distributed.
• You can check this off your list once the minutes have been reviewed and signed off by the designated person.

Make sure to regularly update and review the minutes

• Schedule a time to review minutes after each board meeting
• Check for accuracy, completeness, and clarity of the minutes
• Update any information that may have been missed or added since the last meeting
• Distribute the minutes to the board members
• Once the minutes have been reviewed and updated, they can be checked off the list and submitted for signing by the Chair.

Have the chair sign off on the minutes at the end of each meeting

• The chair should review the minutes and make any corrections or additions before signing off
• Once the chair has signed off on the minutes, it is an indication that the minutes have been accepted and approved by the board
• The chair should keep a copy of the signed minutes for the official record
• Once the minutes have been signed, you will know that you have completed this step and can move on to the next step.

FAQ

Q: Does the board need to keep physical or digital copies of the minutes?

Asked by Emma on November 2nd 2022.
A: Generally, it is recommended to keep both physical and digital copies of the minutes in order to ensure they are securely stored and easily accessible. It is important to keep in mind that digital records may not be accepted as evidence in court, so if you need to prove a board decision in a legal setting, then having physical copies of your minutes is essential.

Q: How soon after a meeting should the minutes be recorded?

Asked by Mia on December 11th 2022.
A: Minutes should be recorded as soon as possible after the meeting has taken place - ideally within 24 hours. This is important for accuracy, as it will ensure that key information is not forgotten or incorrectly remembered by board members. The minutes should also be reviewed and approved at the following board meeting.

Q: Are there any specific requirements for taking minutes in the UK?

Asked by Noah on January 14th 2023.
A: Yes, there are specific regulations regarding board minutes in the UK. Companies House dictates that all companies must keep “proper records of their activities” and these records must include “minutes of meetings”. Additionally, the Companies Act 2006 requires that boards record any decisions made and resolutions passed during meetings. Furthermore, Companies House require that all records are kept for at least 10 years after they are created.

Q: What do I need to include when taking minutes?

Asked by Oliver on February 18th 2023.
A: Minutes should include all decisions made and resolutions passed during the meeting, along with an accurate record of who attended, who took notes, what topics were discussed and any other relevant information. Additionally, if there were any voting procedures during the meeting then these should be accurately recorded in the minutes too.

Q: Is it necessary to record all conversations verbatim?

Asked by Isabella on March 23rd 2023.
A: No, it is not necessary to record all conversations verbatim, but it is important to ensure that all key decisions and resolutions are accurately noted down in the minutes. A good approach is to focus on capturing only key points and decisions made during the meeting rather than attempting to record everything that was said - this will help you to create concise, accurate minutes quickly and efficiently.

Q: Are board minutes confidential?

Asked by Logan on April 28th 2023.
A: Board minutes can be confidential or non-confidential depending on the company’s particular needs and requirements - this should be discussed during the meeting and noted in the minutes accordingly. Generally speaking, if a board wishes to keep certain discussions confidential then they can do so by marking them as “confidential” in the minutes or by creating a separate confidential document containing confidential discussions.

Q: How should I store board minutes securely?

Asked by Abigail on May 31st 2023.
A: It is important to ensure that board minutes are securely stored so that they cannot be accessed by unauthorised parties or lost due to technical issues such as hardware failure or data corruption. Digital copies of board minutes can be securely stored using cloud-based storage solutions such as Dropbox or Google Drive, while physical copies should be kept in secure locations such as locked filing cabinets or fireproof safes.

Q: Do I need permission from all members before publishing board minutes?

Asked by Mason on June 3rd 2023.
A: Generally speaking, no permission is required before publishing board minutes - however it is important to ensure that any confidential information included in the minutes remains confidential and that no personal details are revealed without permission from those involved in the discussion. It is also worth noting that some countries may require permission from all members before publishing board minutes - for example, in some European countries it is illegal to publish board minutes without permission from each member present at the meeting.

Q: What type of language should I use when writing up board minutes?

Asked by Emma on July 8th 2023.
A: When writing up board minutes it is important to use concise and professional language which accurately reflects what was discussed at the meeting without being overly verbose or flowery - this will help ensure accuracy while also making them easier to read and understand by other members of the organisation or outside parties such as investors or legal advisors if required. Additionally, any technical terms should be used correctly and explained where appropriate.

Q: Are there any specific requirements for taking board minutes under US law?

Asked by Liam on August 13th 2023.
A: In general terms there are no specific requirements for taking board minutes under US law - however some states may have their own rules which must be followed (for example California requires certain information such as directors’ names and titles to be included in the record). Furthermore, companies may choose to set their own policies regarding taking of board minutes which must then be followed accordingly (for example setting a time limit for recording them).

Q: Are there any specific requirements for taking board minutes under EU law?

Asked by Ava on September 19th 2023.
A: Generally speaking there are no specific requirements for taking board minutes under EU law - however individual Member States may have their own rules which must be followed (for example France requires certain information such as directors’ names and titles to be included in the record). Additionally, companies may choose to set their own policies regarding taking of board minutes which must then be followed accordingly (for example setting a time limit for recording them).

Q : What other documents should I prepare alongside my board meeting minutes?

Asked by Elijah on October 24th 2023.
A : Whilst recording your board meeting’s decisions into your minute’s document is essential, you may also want to consider creating additional documents related to those topics discussed during your meetings; these could include action plans outlining who responsible for carrying out specific tasks related to those decisions made, financial projections relating investments made etc… Having these additional documents can help you, as well as other members of your team clearly view progress made against those decisions/targets set out during your meetings and give you more insight into where improvements could/should be made moving forward too!

Example dispute

Suing a Company Based on Board Minutes

• A plaintiff may sue a company based on board minutes if the minutes incorrectly reflect their actions or if the company acted in violation of the minutes.
• The plaintiff may use the board minutes as evidence that the company did not act according to its own policies or regulations.
• The plaintiff may also use the board minutes to prove that the company acted negligently or with intent to harm.
• The plaintiff may seek damages, restitution or an injunction depending on the nature of the lawsuit.
• The plaintiff may also seek attorney’s fees and other costs associated with bringing the lawsuit.
• Settlement may be reached through mediation, arbitration or a trial. If a trial is necessary, damages, if any, will be determined by the court.

Templates available (free to use)

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