Kezia Farnham

Senior Manager

How to take minutes at a board meeting: 14-step guide

Knowing how to take minutes at a board meeting is both an art and a science. It’s understanding what good governance means to your organization, applying your own touch to include the right amount of information and following a board-approved process to keep all directors in the loop.

While meeting minutes and their takers aren’t always the boardroom star, they serve a critical function, without which meetings are less effective and even non-compliant. This article will explain the key to great minute-taking, including:

• Why meeting minutes are important
• What meeting minutes should include
• How to take meeting minutes before, during and after board meetings
• Best practices for taking minutes

Why are board meeting minutes important?

Board meeting minutes are important because they’re a record of the conversations, reports and decisions the board engaged in during each meeting. This is a helpful tool for those who miss a meeting, but it’s also a legal requirement.

Most states have laws that dictate corporate board minutes should remain on file, with just five states leaving minute-taking practices to corporations themselves. Meeting minutes help prove compliance with these laws and make the board’s actions more defensible.

Suppose the board makes a decision that leads to an unfavorable outcome, and that outcome ends in litigation. In that case, the board can use meeting minutes to prove that they engaged in sufficient deliberation to reach an informed decision made in good faith.

The 2 types of meeting minutes

There are two types of minutes based on the session: open or closed. How to take minutes at a board meeting depends on the session it is.

1. Open session minutes: These are records of meetings open to the public, shareholders and employees and include all the discussions and decisions that took place.
2. Closed session minutes: These minutes allude to private portions of a board meeting or executive board meeting and include sensitive information like legal and financial challenges.

What information do board meeting minutes contain?

Board meeting minutes contain a plethora of information. Part of knowing how to take minutes at a board meeting is understanding which details to include and how to effectively represent them in writing.

Minutes may vary slightly depending on the state and the organization, but they typically include:

• Meeting date, time and location
• Type of meeting
• Names and titles of attendees and guests
• Any absent board directors
• Quorum
• Notes about directors who left early or re-entered the meeting
• Board approvals, resolutions and acceptance of reports
• Overview of discussions
• The rationale for any board actions
• Statement about the board’s fiduciary duties

To capture all of this valuable information, many corporate secretaries and minute-takers use a template. This also ensures that minutes don’t include information they shouldn’t.

How to take minutes at a board meeting

Though you take the minutes at the board meeting, this phrasing is something of a misnomer. The reality is that minute-takers play a vital role in preparing for and reflecting on the meeting. Knowing how to take minutes at a board meeting means understanding the role of minute-takers before, during and after the board meets.

Before the meeting

1. Consult on the agenda: Secretaries and minute-takers may not create the agenda, but they should weigh in on its design. Ensuring the agenda is well organized will make minute-taking easier.
2. Obtain a copy of the final agenda: Once the agenda is finalized, request a copy. The more familiar you are with the meeting, the more effectively you can record key moments because you’ll know exactly what’s coming.
3. Create a structured outline: Use the agenda to create a format for your minutes. This allows you to focus less on the elements of the minutes and more on what the board is saying and doing.
4. Review board governance: Understanding how to take minutes based on company policies is an essential element of how to take minutes at a board meeting. Whether the board follows Robert’s Rules of Order or has their own expectations, the minutes must comply.

During the meeting

1. Take attendance: Pass around a sign-in sheet or mark names off a list as people enter the room. This will help you include an accurate attendance list with the final minutes.
2. Follow your outline: Your job is to flush out the outline you already created. Following the outline makes it easier to keep the minutes on topic even if the board discussion strays.
3. Focus on outcomes, not wording: Meeting minutes are a summary, not a transcript. Rather than recording board statements word-for-word, convey key arguments and the outcome.
4. Include rationale: Don’t forget to include details about why the board took the actions they did. This allows the board to defend themselves if those decisions are later questioned.
5. Ask questions: Speak up if anything the board discusses is unclear. Ask for clarification or even read back a portion of your minutes to validate their accuracy.

After the meeting

1. Finalize the minutes: While the meeting’s proceedings are still fresh in your mind, make any final amendments. Review your minutes to ensure they truly reflect the meeting and the decisions the board made. You can also ask the meeting leader to clarify details or add context as needed.
2. Collect additional documents: Supplemental materials like reports don’t need to appear within the minutes, but they should be an attachment. Gather anything you’ll need to include with the minutes.
3. Get sign-off: Check in one last time with the meeting leader to verify that the minutes are accurate and complete and include all the required details.
4. Distribute the minutes: Secretaries and minute takers are also responsible for providing all attendees present and absent with a copy of the minutes. Some organizations still use password-protected PDFs, but a board portal is your most secure option.
5. Save the minutes: A critical part of learning how to take minutes at a board meeting is deciding where to store them. Back them up to an external hard drive or a secure cloud service so you can still retrieve them if your system crashes.

Best practices for taking board meeting minutes

Meeting minutes are more than notes, which is why adopting best practices can help you learn how to take minutes at a board meeting that amplifies board effectiveness.

These include:

1. Prepare, prepare, prepare: Taking board meeting minutes is all about preparation, from reviewing the agenda to asking the board president about reports, attendees, guests and more so you can focus on the minutes — not the surprises.
2. Review previous meeting minutes: Meetings often pick up where the last meeting left off. Refresh yourself about the details of previous meetings so you can effectively record how the discussion evolves.
3. Track key actions: The board may also leave a meeting with a plan of action. Use the minutes to record their proposed next steps and how they should follow up. This pushes the board to follow through on key processes between meetings.
4. Be consistent: From meeting to meeting, use the same meeting minutes format, distribute them in the same way and follow the board’s accepted language conventions. This makes the minutes both more compliant and more useful to board directors because they know what to expect.
5. Check for errors: Correcting your spelling and grammar is a simple yet critical step. Making mistakes while taking the minutes is normal, as is abbreviating words or phrases so you don’t miss key takeaways. Review the minutes to ensure no mistakes remain in the final copy. Errors can undermine the credibility of the minutes.
6. Adopt an amendment process: Board members may request amendments to the minutes. Document the amendments and note why the amendment was necessary. The idea here isn’t to allow board members to doctor the minutes but to welcome requests to ensure the minutes are as accurate as possible.

Turn board meeting minutes into a strategic advantage

Once you learn how to take minutes at a board meeting, the minutes become more than a record — they’re a tool that keeps the board effective, on track and in compliance. While corporate and board secretaries are easily underestimated, the reality is that an effective secretary who takes equally effective meeting minutes can make the difference between a successful board and an inefficient one.

Board portal software can also give boards the boost they need, offering a secure place to take, distribute and store minutes so secretaries and board members alike can make the most of every meeting — and the many critical tasks in between. Learn more about Board Management from Diligent, part of the Diligent One Platform, or request a demo to see how it works.