Yesterday, all of a sudden, a storm blew in and it started raining - hard. I pulled over on my bike and grabbed my handy rain poncho out of my backpack and continued on my way. Meeting minutes are like a rain poncho - you don't need them much, but when you do need them, you need them a lot.
In deciding what to include in Board minutes, it is important to understand their purpose. Board minutes are a formal record of the decisions of the charity. They are an official document that can be requested by your auditor, Canada Revenue, your insurance company, or others.
The main role of minutes is to serve as an official record of the meeting. Often people think this means that you should make a transcript of everything that was said. Since minutes are not a court document or reporters notes, you do not need to be that complete. Here is what minutes need to include.
Establish the meeting happened
Minutes need to show that a meeting happened. So minutes should include the date and time of the meeting and the meeting location. If some people joined by teleconference, that should be noted.
Establish quorum was present
There may be a situation where you need to prove that you had quorum for an important decision. That is why Board minutes should record the full names of the Board members present, the full names of the Board members absent. Staff present should be listed with their titles.The minutes should also note who took the minutes.
Record all decisions
Minutes also serve as a formal record of all Board decisions. This includes simple things like approving the agenda for the meeting and major things like deciding to do something like buy an expensive property. The minutes should have a complete motion, note who the mover was and the seconder and whether the motion passed. If anyone abstained or announced they had a conflict of interest, the minutes should also note that.
Serve as a record
As mentioned earlier, you will rarely need to refer to your minutes. However, if your charity gets into a legal issue, your minutes will show which Board members regularly attended meetings. This will help ensure that they are covered by your Directors and Officers insurance.
It may also be the case that a Board member starts to raise a question or concern. If the minutes show that issue has already been approved by the Board then the Board will have to decide if they want to formally re-open the process.
Even charities who have gone completely cloud-based in their work are advised to have a hard copy of the minutes. This way, you have an easy to access record even if you get audited over something that happened 6 years - and 6 versions of your word processing program - ago.
Finally, the people with oversight over your charity will want to see that you have minutes that are in good order. This can include your auditor or can include Canada Revenue if they decide to conduct a field audit of your charity.
Like my rain poncho, you won't need your minutes often. But if you follow these tips, when you do need them, you will be glad that they are in good order.
Ann Rosenfield, MBA, CFRE developed an appreciation for minutes after two field audits by Canada Revenue Agency for two different organizations where she worked. Both organizations passed with flying colours.