Minute taking is a skill that forms an essential element of every board secretary’s arsenal. The demand to complete this task quickly and accurately in meetings is not only important for the business, but it is also a legal requirement for board meetings in some countries. If you want to know more about taking effective meeting minutes, what they are, why they are important and what they should and shouldn’t include, this guide will reveal it all.
What Are Meeting Minutes?
Minutes are an official written record of the themes, purposes and outcomes of a meeting. They are sometimes referred to as ‘protocols’ or ‘notes’, but the most common term is ‘minutes’. You can appoint any meeting attendee to take the minute, but most often it is a task for the secretary.
You should keep the minutes of the meeting on record as a legal reference point either within your board portal software or on paper. Meeting minutes also serve to confirm the decisions made and the reasons behind them if someone questions them in the future.
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Why Are They Called Minutes of a Meeting?
No one knows for certain why they are called the minutes of a meeting. However, one theory is that the term ‘minute’ derives from the Latin phrase ‘minuta scriptura’. This literally means ‘small writing’, but can also mean ‘rough notes’, which makes sense in the context of minutes being a record of the main points of the meeting.
Even though the word ‘minutes’ refers to something small in this case, it is pronounced like the unit of time rather than the adjective that means ‘tiny’. It is not thought to have anything to do with assistants noting the times at which the members discussed various topics, which some people believe.
Who writes meeting minutes?
The secretary usually takes notes during the meeting before writing them up afterwards. They should then forward the document to the attendees from the meeting. At the next meeting, the attendees will either approve the minutes or ask the secretary to correct them before approving them.
Why is it Important to Take Minutes?
There are many reasons why it is important to take board minutes. Here are four major ones:
- Minutes Are a Legal Requirement and Offer Protection
In the UK, you must take minutes at a board meeting by law. You use them to show that board members have fulfilled their responsibilities by noting the motions, votes, abstentions and outcomes. In addition, they provide protection in the event of legal proceedings. If you don’t note an action in the minutes, it is difficult to prove that it happened. These records also help when used as evidence in audits and reviews.
- Minutes Help Drive Action Items
When you create the minutes of a meeting, you should be clear about the decisions made, but also about the next steps required to put them into action. It is your opportunity to clearly state what must happen, when the deadline is and who is responsible for that action. This reminds members of their duties and holds them accountable going forward.
- They Measure Progress
Because you have action points in the minutes, the board can easily see the success or otherwise of the decisions they make. All members should read the minutes before the next meeting in order to be able to approve them, and that acts as an instant reminder of what has or hasn’t been achieved in the interim.
- They Offer Ownership for Decisions
There is the potential for those not on the board to see it as one uniform group. But the reality is that a board is created from many moving parts that do not always agree. Minutes show who voted for and against the various motions, which means members have to take ownership of their decisions. This means that they must think very carefully before casting votes, which can only benefit the company.
What Skills Do You Need?
There are a number of key skills that minute takers need in order to perform the task accurately. They should be:
- A good listener – to take effective minutes, you have to spend more time listening than writing. You have to make sure you are tuned into the conversation to pick out the most important elements and capture the themes and purposes.
- Assertive – there will be many times in a meeting where the person taking minutes needs to clarify a point. It is essential they talk up and ask the chairperson or other relevant member to repeat a comment or to explain it further. Otherwise, it could affect the quality and accuracy of the minutes.
- Confident with writing – the minutes act as a record of the meeting forever, so you need to be able to create a document that reads well, makes sense and are free from errors when you write up your meeting notes.
- Knowledgeable – it seems obvious, but you should have a good knowledge of what the business does. If not, you could struggle to keep up in technical conversations during meetings.
The Types of Meeting Minutes
There are three main types of meeting minutes, but board meeting minutes usually fall into just one of those – action minutes. Here are details of the different forms of minutes:
|Type of Meeting Minutes
|What They Involve
|A record of the decisions that attendees make, the actions they must take to honour them and who is responsible for those action points. Must also record the actions taken by the board since the last meeting.
|More detailed than action minutes. They contain the same information plus details on the discussions that led to the decisions, with notes on who said what during the debate.
|Essentially these are transcripts of the entire conversation. This is not often necessary in a board meeting environment and is more common in the legal profession or similar area.
What Should (And Shouldn’t) Be Included In Meeting Minutes?
Here is what you should include in meeting minutes:
- The date and time of the meeting.
- The attendees and those who sent apologies.
- Amendments and corrections to minutes from the previous meeting.
- Documents that people hand out in the meeting and include a copy.
- All decisions the meeting makes.
- The result of any votes.
- Action points, due dates and members responsible.
- New business discussed.
- Items on the agenda that weren’t discussed and will move to the next meeting.
These are items not to include in meeting minutes:
- Long descriptions of what was said. Keep it concise.
- Your personal views or judgements on members or discussion points.
- Descriptions of the contents of documents handed out. Point members to the attached document instead.
- Adjectives and adverbs. Try to keep it simple and neutral.
When Not to Take Minutes
In the UK and most of the US, it is a legal requirement to take minutes at board meetings, and you should also perform that task during any meeting in which members vote on action points. This gives you a legal document to back up the decisions the meeting makes. However, for informal meetings without any voting, there is no requirement to take minutes. They can form a handy reference document in the future, but you may not feel it is worth the effort of documenting the meeting, depending on its intention.
How to Take Good Meeting Minutes
Here is a step-by-step on how to take good meeting minutes:
- Preparation – If it is your first time taking minutes at a company, ask for previous minutes to get a feel for the structure and template the business uses. You should also ask the chair for a copy of the meeting agenda, so you can start to populate the template and save time during the meeting. It is also a good idea to source audio or video equipment to record the meeting for reference when writing up the minutes.
- Record the start of the meeting – This should include the date and time, the attendees, the apologies and the time the meeting begins.
- During the meeting – You should record any corrections to the minutes of the previous meetings, any agenda additions, motions taken and rejected, motions voted on (including who proposed it, who seconded it and how members voted), action points, next steps, items held over to the next meeting, new business, any relevant discussion, date for the next meeting and the time the meeting ended.
- After the meeting – write up the minutes into an official document and seek the approval of the chair before distributing them to members.
See our in-depth minute taking tips guide for more information on this topic.
Common Minute Taking Mistakes
There are a series of common minute taking mistakes that you should try to avoid. These include:
- Leaving it too long after the meeting to write up the minutes and therefore not having the events fresh in your mind. The risk is that you omit important information by not being able to decipher your notes.
- Forgetting to note down attendance.
- Being too ambiguous when describing the events at the meeting.
- Including legally sensitive information in the minutes.
- Inaccurate or incomplete reporting of votes.
- Delaying approval of previous minutes and missing errors or omitting important information.
- Failing to seek out the signatures needed to make it legally binding.
- Failing to distribute the minutes in good time before the next meeting.
By the way, many of these mistakes can be avoided when you run paperless board meetings. You won’t have to worry about delivery and you will be able to easily track who received your minutes and who signed them.
How to Handle Incorrect Minutes
When a member highlights an error or omission in the previous meeting’s minutes, you need to make a correction. Firstly, you should ensure that there was a mistake. Check the details of the proposed error and see if it is genuinely incorrect or if the complainant was mistaken.
If there really is an error, adjust the document accordingly and redistribute to members with a note stating that it has been edited. If you are using board meeting software, the new version automatically takes the place of the incorrect document and everyone involved always has access to the most recent version.
It is best to correct the minutes before the next meeting so you do not need to state what was changed. In the event that someone flags a problem during the next meeting, at the point when the members are about to approve them, you need to note in the current meeting’s minutes that the previous meeting’s minutes were approved with a correction. You should also detail what you changed. The chair then needs to adjust the hard document and initialise the change.
How Do You Sign Off Minutes of a Meeting?
When the secretary is happy with the minutes from a meeting, they should present them to one of the directors for signing off. This will usually be the meeting chair, but it can be any board member. The secretary should also sign them to show that they are a legally binding document of what happened at the meeting.
Distributing or Sharing Meeting Minutes
It is essential to distribute the meeting minutes to all board members following the meeting and the approval of the chair, whether they attended or not. This allows them to read and digest the document, working on action points in their name and ensuring that the details enclosed are correct.
You can send meeting minutes through the post, by email or by using a board meeting portal that takes advantage of cloud technology. Allowing access to an online document has many advantages over hard copies or email attachments.
It allows members to collaborate, and instantly flag up issues with the minutes. Rather than waiting until the next meeting and wasting time discussing errors, they can leave a note to tell the secretary exactly what they want to query. This gives the secretary the opportunity to clarify whether there is a mistake and to adjust the document if there is.
As soon as they update the document on the board portal, everyone has instant access to the new version from their computer, tablet or phone. The secretary does not have to spend time emailing everyone with an updated document or posting out new copies, which is also time-consuming and expensive.
It also means that, whenever the board member wants to refer to the minutes, they will always access the more up to date version. If there are multiple hard iterations of the minutes, it can be easy for a member to accidentally work from an outdated copy.
Ensure you give details of who to contact with queries if you use hard copies, or how to flag issues if you use board meeting software.
Free Minute Taking Template
If you are looking for a free minute taking template for your business, there are lots of options around. Google Docs contains a number of different minute templates, from the formal to the informal. Similarly, Microsoft Office offers a series of examples for you to customise and use for your meetings.
Minute Taking Sample
This is what it looks like when the secretary fills in the template with the minutes of a meeting:
Do Meeting Minutes Have to be Approved?
Meeting minutes must be approved in order to fulfil the company’s legal obligations. If they are not, it cannot be proven that the events of the meeting took place and that members had the chance to vote on a course of action. In the event of an audit or regulatory review, the business and the board members could find themselves in legal trouble. According to the Companies Act 2006, only once authenticated by the chair can minutes be seen to be proof the meeting happened, the decisions were really made as is suggested and that they are valid.
How Detailed Should Meeting Minutes Be?
Meeting minutes should be detailed enough to give anyone who didn’t attend that meeting a clear impression of what was discussed and what was agreed upon. Too little information and they do not serve their purpose as a record of decision making. If there is too much detail, it can prove confusing and difficult to read and digest.
What Step Follows the Taking of Meeting Minutes?
After taking meeting minutes, it is important to craft them into a coherent report as soon as possible whilst the information is still fresh in the mind. This allows the secretary to better represent the discussions and decisions made without having to strain to remember why they made certain notes in the meeting.
Are the Minutes of a Meeting Confidential?
The minutes of a meeting are not confidential. They are a legal representation of what happened in the meeting and should be available to refer back to and to prove that the board adhered to proper processes. You should keep the minutes for ten years in case of audits or other investigations. However, there may be confidential items on the agenda and these should feature in minutes distributed only to those members who attended and were party to the confidential items when discussed in the meeting.
Minute taking is a hugely important undertaking and a key administrative role. It is important to be as accurate and possible and to seek clarification on any points that don’t seem to make sense in order to make sure that the record is as full as possible. With legal requirements to uphold, as well as helping to inform anyone in the future seeking clarification on the reasons behind decisions, you cannot cut corners when taking minutes. This is where board meeting software is so helpful, allowing members to easily spot errors and have them corrected with the minimum of fuss.