Corporations are required to have board meetings to document important issues affecting the organization and decisions that are made. Failing to hold board meetings can put the company's corporate liability protection, tax advantages, and other benefits at risk.
The only way to prove that a meeting was held, is to assign the job of taking corporate minutes to one person in attendance. Usually, that job falls to the corporate secretary.
When to take corporate minutes
Taking corporate minutes isn't limited solely to corporate board meetings. Other business meetings where official minutes should be taken and filed include:
- Annual meetings
- Shareholder meetings
- Meetings involving financial changes
- New stock issuance
- New management hires and compensation increases
Meetings where discussions regarding issues that do not affect the corporation as a whole are less important. These might include meetings about vendor selection on minor contracts, discussions about holiday party plans, or meetings between entry-level employees, for example.
How to take minutes
Before the meeting starts, it's always a good idea to write or type at the top of the document any details surrounding the meeting, such as:
- The full name of the organization
- Who is in attendance and who is absent
- Who is taking, also called "recording," the minutes
- Date, time, and duration of the meeting
- Location of the meeting
At the start of most meetings, there is a discussion surrounding the previous meeting's minutes. Corrections and amendments to previous minutes will likely be brought up and noted during that conversation. A vote will be taken to approve the minutes. And the next steps on any remaining open business will be brought up. Then the discussion shifts to new business to be dealt with.
The biggest challenge in taking meeting notes is recognizing the discussions that are material, or that could impact the business, and those that are immaterial, such as what kind of office chair Bob ordered or where Wendy is going on vacation with her bonus. However, if you're not sure, write it all down and decide later what to include and what to leave out.
Tips for writing clear and accurate minutes
Here are some other tips for writing corporate minutes that get read:
- Create or use a template for meeting minutes. If you can use an established format or structure for minutes, it will both speed the process and make organizing the material easier. Helen White, co-founder of House of, who is responsible for taking board minutes, advises, "Best practice involves working from a templated document to ensure that all meetings and key points are consistently recorded throughout the year."
- Follow an agenda. Each meeting should have an agenda that outlines "the issues to be addressed and assigned times should be allocated to each topic to ensure that enough time has been set aside to consider all items," says White. "The minutes themselves should be kept consistent with the agenda topics."
- Get to the point. "Whenever a motion, action, or decision occurs, record the event using only vital details like the people involved or agenda. Only record milestones like the results and the summary of the discussion," says Shem Mandajos, CMO of Tankarium, who is the designated secretary for corporate meetings.
- Include discussions regarding compliance and ethics. Even when there isn't an incident or active problem, Robert Bird, professor of business law at the School of Business at the University of Connecticut, recommends that "Boards should take care to include discussions about key ethics and compliance issues that are facing the enterprise. The minutes can be used to show that the board was taking due care to meet its obligations to oversee the corporation for potential problems."
- Chronological order isn't required. Covering discussions in the general order in which they occurred during the meeting is usually best, but make sure that the issues addressed are in a logical sequence. If the conversation jumped around, it's best to reorganize them so that they make sense when read by someone not in attendance. Jonathan Wright, co-founder of The QA Lead, and who regularly reads corporate minutes, says, "I have seen minutes where the writer focused on listing the events chronologically, and the document ended up being impossible to read or understand." When appropriate, shift the order of points covered so that they logically follow each other.
- Get signatures. Having all concerned parties review the minutes' contents and sign them is an important final step in creating minutes, says Mandajos.
At the end of the meeting, there should be agreement on the next meeting date and time, and the secretary should note the time the meeting was adjourned.
Filing minutes for safekeeping
Once reviewed, approved, and signed, meeting minutes should be printed and stored in a file folder or binder for that purpose and stored electronically. This allows past discussions to be referenced as needed when related issues come up again in the future.
"The main goal of corporate minutes is to have a reliable document to revisit as evidence to the meeting's proceedings," says Yaniv Masjedi, CMO of Nextiva. "It should contain content with little to no alterations."