What Should Meeting Minutes Contain?

Meeting minutes do not need to recount every word spoken. They should capture decisions, policy outcomes, and serve as a guide for absent board members.

Essential Components

Must include:

1. Attendees - Who was present and absent
2. Old Business - Previous meeting discussions
3. New Business - First-time discussion items
4. Voting Records - How each member voted on issues

Level of Detail: Finding the Balance

Include Enough Detail To:

• Show decisions were made reasonably
• Prove compliance with bylaws
• Capture essential governance actions
• Document fiduciary decision-making process
• Support Form 990 reporting

Avoid Too Much Detail Because:

• Minutes become ammunition in lawsuits
• Excessive detail creates liability
• Important decisions get buried
• Minutes become too long to review
• Focus shifts from decisions to discussions

What to Include in Different Situations

Regular Board Meetings:

• Call to order and quorum confirmation
• Approval of previous minutes
• Committee reports
• Financial reports
• Old business updates
• New business discussions
• Motions, seconds, and votes
• Adjournment time

Executive Compensation Decisions:

• Compensation amount and terms
• Comparability data reviewed
• Sources of compensation data
• Board members present for discussion
• Voting record
• Conflicts of interest noted

Conflict of Interest Transactions:

• Nature of the potential conflict
• Board member disclosure statement
• Recusal from discussion and voting
• Independent review of transaction
• Approval vote and rationale

Major Policy Decisions:

• Problem or opportunity identified
• Options considered
• Data and research reviewed
• Discussion key points
• Final decision and rationale
• Implementation timeline

Common Mistakes to Avoid

❌ Don't Include:

• Personal opinions or commentary
• Detailed debates and arguments
• Off-the-record discussions
• Speculation about future events
• Negative comments about individuals
• Confidential personnel matters (use executive session minutes)

✅ Do Include:

• Factual record of decisions
• Voting outcomes
• Key supporting data
• Compliance documentation
• Attendance records
• Action items and assignments

Tips for Clear, Effective Minutes

1. Use objective language - Stick to facts, not interpretations
2. Be concise - Capture essence without unnecessary detail
3. Record exact motions - Word-for-word as stated
4. Document votes - Who voted how, or unanimous consent
5. Note absences - Important for quorum and legal protection
6. Include attachments - Reference reports distributed
7. Proofread carefully - Errors undermine credibility

Next Steps