Kezia Farnham

Senior Manager

What should not be included in meeting minutes (15 do’s and don’ts)

When learning how to take meeting minutes, corporate secretaries and other minute-takers focus heavily on what the meetings should include. But knowing what should not be included in meeting minutes is equally important.

Meeting minutes should be a reference if the board or other entities need to reflect on the discussions and actions that happened during a meeting. Including the wrong information can make it difficult to determine what directors discussed, what they decided or even whether they complied with relevant regulations. To help you avoid messy meeting minutes, this article will explain:

• The consequences of inaccurate meeting minutes
• What to include in meeting minutes
• What not to include in meeting minutes
• Tips for making your meeting minutes more effective

Consequences of inaccurate meeting minutes

If you don’t know what should not be included in meeting minutes, you can easily create inaccurate minutes. Those flaws aren’t just an inconvenience. At best, they impede board members’ and shareholders’ ability to understand what occurred during the meeting. At worst, they can expose the board to costly legal action.

When meeting minutes are inaccurate, it can:

• Undermine the board’s authority: Boards make big decisions during board meetings, including implementing new policies. If those policies turn out to be flawed and the board has no record of why they decided to pass them, the board can appear less intelligent than they are.
• Misrepresent key decisions: Many people entitled to attend meetings can’t make it in person. Depending on the meeting, that includes board directors as well as company shareholders. These people rely on the minutes to understand what happened during the meeting. Without accurate minutes, they won’t get the transparency they need.
• Introduce liability: This is perhaps the most critical consequence of poor meeting minutes. If, for example, the board passed a policy that led to a significant loss of revenue, the board would need to defend its decision. The meeting minutes prove that they thoroughly analyzed the issue and made an informed decision. Without that, they have little defense against legal action.
• Compromise the board’s standing: There is also such a thing as too much information. Anything in the minutes can be used against the board. What should not be included in meeting minutes are direct quotes or comments from board directors, which could become a problem if the minutes are called into question.

What should be included in meeting minutes?

There are no hard and fast rules for what to include in meeting minutes. Robert’s Rules of Order rules for meeting minutes recommends focusing on what’s done in the meeting — not who says what — but many boards don’t follow those rules, and they aren’t a comprehensive guide.

While what’s right to include in meeting minutes may vary from board to board, meeting minutes usually include:

1. Meeting details: List the date, time and location at the top of the minutes.
2. The type of meeting: This could be regular, special, emergency or committee meetings.
3. Notice: Boards are generally required to give notice before meetings. Mention whether notice was given and if all directors signed a waiver.
4. Names: Record everyone in attendance or who is involved with the proceedings. This includes the names of all board members, present and absent, as well as attendees and guests.
5. Quorum: Note whether a quorum was established at the start of the meeting.
6. Reports: Write down the report, who presented it and any related approvals or resolutions.
7. Board discussions: Prepare by reviewing the agenda, then note what the board discusses for each agenda item. This doesn’t have to be verbatim, but it should be enough to prove that the board adequately deliberated about the issue at hand.
8. Board actions: Also, take note of how the board acted concerning each agenda item, whether they created a policy, requested more research or tabled the discussion for a later date.
9. Final statements: Meeting minutes should include a statement that the board adhered to their fiduciary duty, meaning they acted in the company’s best interest.

What should not be included in meeting minutes?

The best meeting minutes are a balancing act, offering enough information to accurately convey board decision-making but not so much information that it’s either difficult to understand or compromises the board later on. As a good rule of thumb, board meeting minutes should not include:

1. Word-for-word accounts: Meeting minutes should not be verbatim. The goal isn’t to recount everything directors said exactly as they said it but to give a clear overview of what the issue was, what points were raised, what the board decided and why they decided it.
2. Back and forth: Take notes according to the issue rather than chronologically. That way, you’ll group all discussions about a single issue, making it easier for people who did not attend the meeting to digest.
3. Inaccuracies: Secretaries and minute-takers aren’t silent observers. Ask questions or confirm wording rather than writing a note you’re unsure about.
4. Observations or judgments: Your interpretations or opinions are another thing that should not be included in meeting minutes. While meeting-takers don’t have to be silent, they should be neutral.
5. Debates: Board members may go back and forth on key issues, but that’s something that should not be included in meeting minutes. Aim to concisely summarize the discussion without writing exactly what was said.
6. Documents: Supplemental materials should not be included in the meeting minutes. Instead, refer to them and attach them to the minutes so readers can review the document itself.

Drive good governance with better meeting minutes

Understanding what should not be included in meeting minutes is critical, but it’s also only one piece of the puzzle. Meeting minutes can be complex, largely because they’re an essential governance tool.

With the right minutes, boards can defend their decisions, learn from previous discussions and ultimately navigate the boardroom more effectively. A board portal, just like the Diligent One Platform, can take the guesswork out of meeting minutes, making it easier and faster to deliver minutes that promote the collaboration modern boards depend on.