Kezia Farnham

Senior Manager

How to take effective meeting minutes (with templates)

Meeting minutes is a routine duty but should not be taken lightly. They are an official written record of a meeting, and the most effective meeting minutes will offer a clear picture of what happened there. These are a critical element of corporate and board meetings, shareholder meetings and more, and they’re not just for those who couldn’t attend in person.

Without meeting minutes, details about executive meeting decisions, task assignments and other organizational actions may become hazy over time and could put the board at legal risk. Meeting minutes are proof of why and how a board came to the decisions it made. The IRS, state laws, and your national chapter (if applicable) may require you to retain your meeting minutes.

For all these reasons, board meeting minutes must accurately reflect the actions and decisions of the board. To help you take more effective meeting minutes, this article will explain:

• What meeting minutes are
• What is considered effective meeting minutes
• How to take meeting minutes effectively
• Tips, templates and technology for better meeting minutes

What are meeting minutes?

Meeting minutes record a board's or committee's actions and deliberations during a meeting. They should contain specific details about the meeting, including the wording of resolutions passed by the board and a general description of agenda items and actions the board took on them. Fiduciary duties are an essential part of the board director’s responsibilities. Meeting minutes should reflect that board directors act with loyalty, care and good faith.

Board meeting minutes should also note advisors’ participation in the meeting and whether the board relied on the experts' advice.

"Directors are likely to face stockholder litigation at some point," explained Amy Zimmerman, Partner, Wilson Sonsini Goodrich & Rosati. "Minutes really are the first evidence that is put out there. Their go-to evidence for judges and for plaintiff's attorneys. The judges have said again and again in Delaware how important minutes are." She emphasized that if something is not in the minutes, there will be a presumption that the board did not do it. So, how can you do this very important task effectively?

What makes effective meeting minutes?

Effective meeting minutes are two-fold. They must simultaneously convey the discussions and decisions that occurred during the meeting and contain certain components that support good corporate governance and protect the board and the organization from undue or unexpected legal allegations.

The order of items, how they're titled, and the degree of detail are less important than the meeting activities. It's more important for minute-takers to record the actions and decisions of the board and the rationale behind their actions and decisions without so much detail as to cloud their true intentions.

How to take meeting minutes effectively

With the help of a template and a clear, step-by-step process, you can end the stress of minute-taking. Here's a guide on how to take effective meeting minutes that maximize the productivity of the meeting.

1. Prepare for the meeting: Collaborate with the meeting leader to ensure the agenda is well-planned and productive. Try obtaining a copy of the meeting agenda to help develop an outline and structure your minutes. The outline should leave ample space to write a brief explanation for each action or motion and the time each action was taken.
2. Review the meeting agenda: Organize your notes by writing the agenda item each minute corresponds to. This makes it clear what each minute is about and eliminates the guesswork. Agendas also provide key details that need to be included in minutes, such as names of meeting attendees and guest speakers.
3. Mark attendance: As meeting participants walk in, you can cross them off of your attendee list if you're familiar with them. If you're not, you can either pass around a sign-in sheet or begin the meeting with quick introductions. This makes it easier to identify people who could not attend the meeting.
4. Focus on the most critical aspects of the meeting: Concentrating on minutiae will lead you to miss the larger context. Instead, convey objectively what attendees discussed and the outcomes of those discussions, including how board members voted on various resolutions.
5. Ask for clarification: Speak up if you need clarity on outcomes, particularly if a clear decision wasn't made or if the next steps weren't obvious. Remember: record notes for each decision or action as it occurs.
6. Immediately write the final version: A common misconception is that what you record during the meeting is final. The reality is that you can take time after the meeting adjourns to finalize your notes. Review your notes to ensure they’re genuinely effective meeting minutes, and if needed, add notes for clarity or ask the meeting leader to explain specific details further. Ensure that each action taken by the board has a brief explanation and a rationale for the decision.
7. Organize supplemental materials: If other documents were included in the meeting, make a note of where they can be found or attach them as an appendix, but don't summarize them.
8. Distribute the minutes: Securely send the meeting minutes to the board for review before finalizing. The minutes can be distributed via email using a password-protected PDF or a collaborative board portal, which is the most efficient and secure option. You should also store a hard copy for future reference.
9. Store the minutes: Be sure to back them up to an external hard drive as an extra precaution unless you're using a service that includes good co-location and disaster recovery services. Many minutes contain sensitive information, so it's critical to store them in a secure location that is password-protected and only accessible to approved meeting members.

Meeting minutes template

There's no shortage of templates for effective meeting minutes. Most corporations start with a basic format, which evolves according to the company's needs. Boards may select from the components below and include them in their meeting minutes format.

Name and corporate logo
Board minutes should list the name of the corporation at the top of the letterhead. Most companies also add their logo and corporate headquarters address, phone number and website address.

Date and location
Usually, board meeting minutes list the month, day and year of the meeting. This section also lists whether it's a regular, annual, special or emergency meeting. The location of the meeting follows this information and may state whether all or some portion of the meeting will be held by teleconference or videoconference.

Attendees
This list of meeting attendees typically comes next. This section lists the board members who were present, those who were absent and whether a quorum was present. The list of attendees will also include any special presenters, outside counsel, experts or guests.

Agenda
This is the point in the meeting where things often change. It doesn't matter what order the committee reports are listed in or whether the board chooses to do a brief assessment of how their meeting went. It's just important to record the main actions and decisions of the board. Any order works fine. For litigation or questions on board actions, effective meeting minutes will follow a consistent format. Many boards find it helpful to list agenda items that correspond to the type of action the board needs to take. Formatting minutes like this simplifies the task for minute-takers. For example, each agenda item may be followed by one of the following words:

• Information
• Discussion
• Decision
• Accept

Proceedings
The proceedings detail the items the board discussed in the order they discussed them. The minutes should reflect who called the meeting to order and the time the person called the meeting to order. Typically, this is the board chair, but it could be someone else if the board chair is absent for any reason.

Reports

The chief executive usually submits a report for every meeting that details the state of the corporation since the last meeting. This report includes any new developments and challenges. The chief executive report is usually followed by standing committee reports and then ad hoc committee reports. Standing committees may include the finance committee, the executive committee, and the nominating and governance committee. Ad hoc committees tackle specific objectives or tasks and are usually dissolved after they achieve those objectives.

Unfinished business or old business
Many corporations still use the term 'old business' to refer to agenda items that they carried over from the previous meeting. A term that more accurately describes this section is unfinished business because the items may not be old at all, and the board may just need additional time to address them.

New business
These are new items on the agenda that the board has not yet discussed. Often, these items are accompanied by reports, articles, research or other supporting documentation.

Open dialogue
Not all boards allow time for open dialogue. Whether boards include this section speaks to the tradition and culture of the board. Having an open dialogue allows board directors time to discuss matters that don't fit cleanly into other parts of the agenda.

Public participation
Some corporations hold public meetings at least some of the time. If so, effective meeting minutes should reflect that members of the public attended the meeting and make note of the issues they presented. The board may ask questions of individuals from the public, but they normally don't answer them directly during the meeting.

Comments and announcements
This portion of the minutes documents comments on industry issues or other important matters. This is also a time for the board chair to make announcements of board directors who will be appointed or are leaving. This section includes honoring board directors for special achievements.

Assessment of meeting
To streamline their meetings and increase productivity, some boards allow a short amount of time at the end of the board meeting for members to comment on how well the board meeting was run and where they can improve the process.

Adjournment
The final words list who called for the adjournment of the meeting and at what time the meeting was adjourned.

Minute-taker
The person taking minutes should list their name and title.

Tips for ensuring effective meeting minutes

Taking effective meeting minutes is something of an art and a science, blending the board’s unique culture with the components of good corporate governance. To take the most effective minutes possible, secretaries should strive to:

1. Use consistent language: Minutes should be written using consistent language and a consistent approach. Meeting minutes can be called into court, so they must contain clear, concise and unambiguous information so that court officials won't need to seek other sources to clarify or substantiate information.
2. Balance detail levels: Not every little thing needs to be documented. It is crucial to include the critical elements of a board meeting. This includes the topics the directors considered, the reasons for their decisions, and who they received advice from. The duration and content of the board's discussion, as well as the company's industry, all impact the amount of detail that should be included in the board minutes. Megan Baier, Partner with Wilson Sonsini Goodrich & Rosati advises on whether board members should ask to have their dissent recorded. “If a board member decides, ‘I want to dissent and have it noted in the minutes,’ whether that would shield you from any related liability is more situational,” Baier explained.
3. Limit blow-by-blow legal advice: During Inside Today's Boardrooms, Zimmerman recommended against including too much blow-by-blow legal advice in the minutes. This is because in the event that legal privilege is waived, it gives the plaintiffs a lot of information about legal advice that you don't want in there.
4. Remain objective: Use neutral language whenever possible and steer clear of adjectives and adverbs that reflect value judgments.
5. Correct errors: Minute-takers and the board chair or board president should carefully review and edit the minutes to correct any typographical errors and other misleading information that could call the entire record into question.
6. Disclose conflicts: Meeting minutes should reveal any conflicts of interest and how the board resolved them.
7. Mention if an attorney was present: Effective meeting minutes should reflect whether the board held privileged discussions with their attorney and, if so, simply indicate that the board participated with their legal counsel and provide the most general reference information available.
8. Reflect executive sessions: The NYSE requires board directors of publicly listed corporations to meet in regularly scheduled executive sessions where management isn't present to allow for candid discussions among independent directors. Minutes should reflect that the board held this meeting, who attended it, when the meeting was held and how long the meeting lasted.
9. Seek oversight: Excellence and diligence in minute-taking ensure that best practices for good corporate governance are linked to disclosure controls and procedures. The individual who takes minutes should have guidance and oversight by another individual who has the proper experience and education to employ best practices to foster excellence in governance.

How technology can improve meeting minutes

Minute-taking software has made it easier for the secretary to prepare for meetings, take minutes, and write up final copies of meeting minutes faster and more accurately. The right technology creates effective meeting minutes that are:

1. More secure: Besides the vast amount of time it takes to manually complete board meeting minutes, there's a greater security issue. It's easy for notebooks, loose-leaf papers and scratch papers to fall off the table or get lost in the shuffle. Paper documents provide no security for board directors. Minute-taking software has built-in security, alleviating these problems. The product incorporates other enhancements as well.
2. Less time-intensive: Secretaries or other minute-takers usually spend weeks or months preparing for a board meeting. Once everything is set for the meeting, the secretary must listen diligently to board discussions, deciding what information should be included in the minutes. The final copy of the minutes goes out to the board directors at the next meeting for formal approval. This process entails additional hours of printing papers, copying them, and allowing time for the minutes to be distributed to the directors. Minute-taking software streamlines this process, making it less resource-intensive and more accurate.
3. Streamlined note-taking: One of the many challenges for anyone taking minutes is to keep track of the topics. Minute-taking software has a built-in feature that automatically adds folder tabs for each meeting topic. The user simply clicks on the proper folder and types in the notes. The director can add the notes to the minutes later when they have more time to think through what information needs to be added or changed.
4. More collaborative: One of the many benefits of an electronic template for meeting minutes is that the secretary can easily share the template with the board chair, making it easier and more efficient to collaborate. The software also makes it possible for board directors to communicate via messaging to the board chair or secretary during the meeting without undue disruption if they need to make a timely point.
5. Aligned with good governance: Good corporate governance requires board meeting minutes to be organized, accurate and formatted consistently. Diligent Minutes, part of the Diligent One Platform, meets this need and more. Much of the work of the minute-taker happens automatically as the minute-taking software pulls in information from the board book inside the security of the board portal.

Turn meeting minutes into a tool for board effectiveness

Effective meeting minutes are essential for capturing the essence of board meeting issues and outcomes. This capture becomes a pillar of board effectiveness — with the right record, boards can take action on meeting activities rather than leaving them at the table.

In this way, corporate secretaries and minute-takers should be more than scribes. They can be a trusted advisor who helps boards eliminate risk, identify opportunities, and ultimately, operate more efficiently than ever. Download the checklist from Diligent to learn more ways corporate secretaries can help take governance to the next level.