Kezia Farnham

Senior Manager

Approval of meeting minutes: Examples and best practices

When most boards think of meeting minutes, they think of taking them. In reality, though, one of the most essential things any board will do with minutes is approve them. The approval of meeting minutes certifies that the minutes are a complete and accurate reflection of the discussions, actions and decisions that occurred during a board meeting.

This may sound mundane, but the stakes are quite high. Approved meeting minutes become part of the legal record for any given board meeting and can, as such, be used to hold the board accountable to regulators or even to the courts.

Here, we’ll explain how to integrate the approval of meeting minutes into your board room, including:

• Robert’s Rules of Order for the approval of minutes
• Why approving minutes matters
• Examples and best practices for the approval process

Robert’s Rules of Order approval of minutes

Robert’s Rules of Order lay out clear rules for conducting different aspects of board meetings, and meeting minute approval is no different. At any given meeting, boards will approve minutes from the previous one.

Because some time may have passed since board members last saw the minutes, following Robert’s Rules can clarify how and when the board will approve the minutes.

The process typically works like this:

1. Read the minutes: The board chair asks the secretary to read the minutes from the previous meeting. You may skip this step if you’ve already submitted the minutes or added them to your governance platform.
2. Correct the minutes: The chair will open the floor for corrections whether the minutes were read or distributed beforehand. Members can suggest corrections, and the secretary will take note of them. Part of good board etiquette means ensuring corrections focus on factual errors or omissions, not points of contention lingering from previous discussions.
3. Approve the minutes: Once corrections are complete, the chair asks for a motion to approve the minutes. One member makes the motion, a second member approves it, and the chair calls for a vote. The approval of meeting minutes goes through with a majority vote.
4. Record the approval: The secretary notes in the current meeting minutes that the board approved minutes from the previous meeting.
5. Distribute the approved minutes: The approved minutes become part of the official record and should be available to all board members, usually via the board portal.

Importance of approving meeting minutes

Following Robert’s Rules of Order for something as simple as approving minutes may seem cumbersome, but it’s a critical board activity. Much of the board’s work is related to meetings, and the minutes are the best and only record boards have of what transpired during each meeting.

The approval of meeting minutes facilitates greater:

1. Accountability: Approval ensures all board members are on the same page about previous meetings, including the decisions, actions and discussions that took place. This is a crucial part of the board’s historical record and enables members to hold each other accountable for fulfilling their responsibilities.
2. Communication: Board members may not always be present at the meeting. Having an approved copy of the minutes gives those members a window into the meeting so they remain informed, engaged and active in accomplishing board priorities.
3. Continuity: Board members may understandably struggle to remember specific meetings or discussions, especially as they face new and different decisions. Meeting minutes can be a point of reference to help recall essential issues and make informed decisions.
4. Long-Term Planning: Meeting minutes reflect a specific point in time, serving as the board’s institutional memory. Revisiting pivotal activities and decisions can help the board improve its strategic planning process.
5. Compliance: Approved meeting minutes are a legal and regulatory requirement for organizations across sectors. Implementing an approval process facilitates compliance and avoids the costs of noncompliance, like penalties.

Approval of meeting minutes example

Approving meeting minutes will often follow a clear process, like Robert’s Rules of Order. However, examples can help you understand how approval works in practice and some different reasons why approval isn’t always straightforward.

Example 1: Correction to the minutes

Imagine you’re in a board meeting. Board members accessed the minutes of the previous meeting in the board portal. The chair requests approval of the minutes, and one member suggests a correction. The member says they reviewed the minutes and noticed that the meetings approved the budget unanimously. However, that member recalls the vote included one abstention. Other members agreed, and there were no other corrections, so the chair requested a motion to approve the minutes. One member moves to approve, another seconds the motion and the approval of meeting minutes passes with a majority vote.

Example 2: Correction with debate

Imagine you’re in the same board meeting, approving the same minutes that note the budget was approved unanimously. After the chair requests approval for the minutes, the member says they abstained from the vote, so the minutes are incorrect.

The member then revisits their reasons for abstaining from approving the budget and mentions that they disagree with the new product category the board approved. In this case, the chair must remind the member that they can only correct factual errors, not open past discussions. If no other board members had corrections, the chair would ask for a motion to approve.

Best practices for approving meeting minutes

Approval of meeting minutes can be routine, but several steps boards can take to ensure the process is efficient, accurate and transparent are listed below.

1. Send minutes in advance: Members can more efficiently share corrections if they’ve had time to review the minutes. Upload minutes to the board portal promptly so they can note corrections in advance and come ready to share. The secretary can also send reminders to ensure members don’t overlook the minutes accidentally.
2. Accept corrections early: If you’ve sent out the minutes in advance, you can also accept corrections early. This streamlines the in-meeting approval process.
3. Have copies on hand: Despite your best efforts, members may forget to review the minutes. Make draft minutes available for members to review them.
4. Add approval to the agenda: Approving past meeting minutes should be a specific item on the agenda. This ensures approval doesn’t get pushed behind other pressing issues that are surely on the docket.
5. Manage disputes proactively: Members displeased with the outcome from previous minutes may use corrections to make their case. Chairs should quickly and firmly remind members that corrections are only for factual errors or omissions so the approval doesn’t devolve into debate.
6. Update the official record: Create a hub for all approved meeting minutes and upload minutes directly after the meeting. This will help enter the minutes into the corporate record and make them available to all board members should they need to reference them in the future.

Streamline your approval procedure with Diligent Boards

Corporate secretaries once took meeting minutes by hand, and approval of meeting minutes was similarly manual. As board portal software has evolved, so have the options for taking and managing meeting minutes. Yet, many boards still take valuable time away from strategic discussions to review and approve meeting minutes. How else could boards use that time?

Diligent Boards, part of the Diligent One Platform, streamlines the approval of minutes so you can spend less time reviewing minutes and more time on decisions that impact your bottom line — without sacrificing compliance. You can:

• Upload meeting minutes to a centralized hub
• Instantly make the minutes accessible to all board directors
• Create a voting document to obtain final approval on minutes directly
• Store approved minutes securely