How much is enough? Part 1 – Board Meeting Minutes

This question comes up for association boards frequently.  The key to this question is understanding the association and nonprofit industry standards and then being able to measure these standards.

How much information should be in your board minutes?

Boards often publish lengthy minutes out of habit or eagerness to demonstrate how much work they’re doing.  “But revealing details about who said what is a bad move, experts agree, because board minutes can be subpoenaed in litigation involving the association or even individual board members,” noted Mark Athitakis, a contributing editor for Associations Now.

So what should be in the minutes?  Minutes are a legal record of actions taken: the time, date of the meeting, the motions raised, whether they were seconded, and whether they carried or failed.  Minutes should not be a “he said, then she said” narration, but should rather focus on actions taken by the board.  Written reports presented to the board might be cited or even appended to the minutes.

What about executive session?

Boards meet in executive session precisely because deliberations on some matters need to be kept confidential, even from an organization’s members. Actions of the board based on executive session discussions (e.g., the decision to terminate a contract, to engage in litigation, etc.) should be done in open session (following the executive session and recorded in the minutes as any regular meeting action item would be).

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