Board minutes are the official, legal record of a corporation's actions. In a lawsuit or a regulatory audit by the Attorney General, the minutes are the very first document requested. They are the supreme evidence of whether the board is fulfilling its fiduciary duties of Care and Loyalty.
What Minutes Should Record
The primary goal of minutes is to document what was decided, not who said what. Your minutes must always record:
- The date, time, and location of the meeting, and whether it was regular or special.
- The names of those present and whether a legal quorum was established.
- The exact wording of every motion voted on.
- The names of the moving and seconding parties (or simply that the motion was 'duly made and seconded').
- The result of the vote, including any abstentions.
- Disclosures of conflicts and whether the conflicted director recused themselves and left the room.
- A brief, neutral summary of any oral reports presented.
What Minutes Should NOT Record
A board meeting is a place for robust, honest debate. If directors are worried that every comment or disagreement will be recorded in a permanent legal document, they will stay silent. Therefore, minutes should never be written as a transcript.
- Never record personal arguments or finger-pointing.
- Never quote individual directors unless specifically requested for the record.
- Do not use emotional language. Write: "The Board deliberated on the potential zoning challenges of the project," rather than "Director Jones yelled that the project was a disaster due to zoning."
Trust, but Verify
Once minutes are drafted by the Secretary, they must be distributed in the next board packet, reviewed by all directors, voted on for approval, and signed. Once signed, they are filed in the official Board Policy Manual and kept permanently as a vital corporate record.