Meeting minutes are legal documents that auditors and other verifiers may review. They must be accurate and should never reflect the opinion of the secretary or minutes taker. They should be brief and easy to read. A separate paragraph should be used for each topic. It is useful to underline or use bold face to identify each topic.
Minutes Format: The following should be recorded at the top of the minutes: the name of the organization, date, time, and location of the meeting. Note whether it is a special or regular meeting.
- List the full names of present and absent members. Note any guests who are in attendance.
- In the first paragraph, specify the time the meeting was convened and the name of the presiding officer. Record minutes in accordance with the order of events. Note the approval (and amendment) of the minutes of the previous meeting.
- Note the review and acceptance of the financial report.
- Briefly summarize the main points of discussions only if it sets precedent or is critical. Otherwise, simply note that discussion ensued.
- Indicate major problems stated and any suggestions proposed.
- Record conflicting points of view for clarification of action.
- Record all motions. Some organizations record the name of the individual who made the motion; it is not necessary to state the person seconding the motion.
- Record abstentions. State whether the motion failed or carried.
- Note the time of adjournment. End the minutes with the name of the recorder and the secretary who has reviewed the minutes.
- Remember, minutes are a matter of public record and can be requested by a member of the general public at any time.
Best Practice Tip: Consider posting your minutes on the school’s website or in other easily accessible locations to keep constituents informed about the major decisions made at the meeting. BoardOnTrack’s public portal function makes it easy to do this with a push of a button.
Best Practice Tip: The secretary of the board is responsible for ensuring that accurate minutes are taken at each board meeting. This does not mean that the secretary must take the minutes; he or she must ensure that it is done. It is not acceptable to ask the CEO to take the minutes.
Find an outside person to take the minutes. This will allow all board members and senior staff to actively participate in the discussions. The secretary of the board may ask for a volunteer. Many charter schools have asked junior staff at local law firms to take the minutes, or college students needing to complete community service requirements. The board may also consider allocating a small amount of money to hire someone to take minutes. The secretary, however, should always review the minutes for accuracy.
- Set the context for issues and discussions. Provide background information and historical perspective. Explain “how the organization got to this point.” Outline the purpose of the discussion and define the desired outcomes—for example, to make a decision, to gather more information for a future vote, and so on. Use the agenda item cover sheet to help set the context. But at the meeting, set the context orally, as well.
- Distinguish between routine and strategic issues. Focus on strategic dialogue and decision-making, not on reporting. Don’t waste time on routine issues.
- Distinguish between governance and management. Be clear, beforehand, what of the upcoming discussion is “governance” and what part is “management.” A good rule of thumb is that the board focuses on defining results and the staff focuses on the means to achieve those results.
- Make sure that each person has the opportunity to speak, including every board member and the CEO. The board chair or committee chair should not dominate the discussion, but should facilitate discussion by others. The board chair can do several things to ensure a productive meeting:
- facilitate the discussion and monitor participation
- stop those who are inappropriately dominating the conversation and allow others to speak
- move the discussion along by discouraging the repetition of similar comments; ask for a summary of
- key points to help move the board toward action
- ask if the board is ready to vote.
- The board chair should manage the meeting time and make sure that it is used well. Remind the group of the time allocated for each item on the agenda. If time runs out, ask the group if it wishes to modify the agenda in order to have more time to discuss the topic, or if it wishes to end the discussion and move the agenda. Beware! Two hours per month in a board meeting is almost always sufficient time. If you are meeting more often or longer, take a look at what you are doing and how you are doing it.
- Monitor and question your own process. Examine the topics you are talking about and decide if that’s what you should be discussing. Use minimal parliamentary procedure to conduct business efficiently.
- Make sure the board accesses and uses relevant information for deliberation and decision-making. Don’t just look at your organization in a vacuum. Make sure you are using contextual data. For example, if you are voting on an increased salary for your CEO, you should know how the proposed salary compares to other charter and district schools in your area.
- Make sure the board considers alternative actions reflective of diverse points of view, hears all sides, and assesses the positive and negative consequences of various choices.
- Ask tough questions, find areas of commonality, vote, and support the decision you finally make.
- If the board is planning to delegate work to a committee or task force, it should first make sure the full board has approved the process and defined the parameters of the work.
Adapted from Simone P. Joyaux www.simonejoyaux.com