Making the Minutes "Ours"

Ever read over the minutes of a meeting and ask yoursel, "Did I attend that meeting?" Or, even worse, do you ever skip reading the minutes from your previous board meeting because they're so long and boring?

While meeting minutes probably will never make exciting reading, they should be easy to follow and must provide a well written summary of what happened at a meeting. Meeting minutes serve a vital function and must be meticulously and consistently prepared. Indeed, minutes are critical documents in providing protection to directors in the case of legal scrutiny. It's absolutely critical for direcors to review them carefully before approving them.

Perhaps equally important, well written and well structured minutes will help co-ops overcome one weakness: short institutional memory. When you're trying to recall what your board decided two months or two years ago, good quality minutes will make such research possible and will help you avoid having to start over or make decisions inconsistent with a previous action.

The scope and focus of minutes

Unfortunately, high quality minutes are relatively rare. Moreover, there isn't even agreement in corporate circles as to the detail and scope of corporate minutes. Part of the debate arises from the fact that the actions of corporate directors are coming under increasing scrutiny. Courts and shareholders alike use minutes to review the nature and procedures of board decision making. However, in the case of legal scrutiny, one of the primary areas of interest is the manner in which directors arrive at a decision. This gives us a clue as to what minutes should cover.

There are two schools of thought with respect to corporate minutes -- at opposite ends of the spectrum. The first maintains that minutes should be as short as possible, that they should just record decisions and actions. The second advocate minutes that can serve as a transcript, recording what order matters were discussed, who said what, all ofthe comings and goings of a particular meeting, etc. Good corporate minutes are neither of these.

If ever there was a gap between a job's glamour and its importance, such is the case for a meeting secretary. Good minutes document that directors are acting as they should be.

Effective minutes provide an official, agreed upon record of the proceedings and decisions of board meetings for three distinct and different functions:

• as legal documentation of board decisions;
• as a record of the factors considered in making a decision;
• as an internal document to provide information to new directors, remind meeting participants of deliberations or actions, serve as a record for members or directors unable to attend the meeting, and provide documentation to management for followup.

However, to fill all three of these needs, you'll want minutes that strike a balance between the lengthy, transcript style and the minimalist "one sentence per item" style. For certain routine agenda items, especially "housekeeping" items, a minimal record is adequate. However, for those non-routine items that demand a majority ofyour time and attention, the best rule of thumb is that minutes should provide a thorough record of what the board decided and what the board considered in making those decisions.

In addition, keep in mind that minutes are only one part of a complete record of a board's actions and activities. Minutes should always be filed in corporate records along with the meeting packet (the written materials provided to each board member in advance of each meeting, including the agenda, management and financial reports, proposals, etc.) that provides the justification and the context for the board's decisions. A complete record will be the best documentation that a board acted carefully and responsibly.

Who takes minutes?

If ever there was a gulf between a job's glamour and its importance, such is the case for a meeting secretary (minutes taker). Very few people relish the task, yet very few jobs have the potential for such far-reaching consequences. Indeed, the task of taking and producing minutes of board meetings is seemingly a somewhat boring and mostly clerical task. However, a fair bit of judgment is required to know what to put into minutes (and what not to put into minutes).

It's important to have the right person taking your minutes. Generally, this is not a task for the corporate secretary -- the board member who serves as the officer responsible for corporate recordkeeping. While the corporate secretary is responsible for ensuring that accurate, appropriate and suitable minutes record the business conducted at a board meeting, having responsibility for something does not mean one actually has to perform the function. More appropriately, actually attending the board meeting and performing the clerical tasks is the job for the recording secretary.

"Quelle bureaucracy!," you say? Not really. Having a recording secretary is like having a manager. Although the board is responsible for the reliable management of the co-op, actually trying to do the day to day management ofthe co-op is both inappropriate and generally not feasible for elected, volunteer directors. The same holds true for the corporate secretary. S/he is a director, with the same overall responsibilities of all directors; s/he needs to be able to actively participate in the work and decision making of the board fully -- not be endlessly preoccupied with the routine administrative and clerical work of the board. Having a recording secretary to take care ofthis mostly clerical job will allow the corporate secretary to fulfill his/her entire responsibility -- not just a narrow portion of it.

Additionally, a recording secretary will help ensure that your co-op has minutes produced in a consistent format and in a timely fashion -- because that alone is his/her responsibility. Give an employee or a volunteer the job and help him/her excel at it. Make sure that your co-op recognizes the recording secretary as the very important position that it is. It's tempting to just be satisfied that someone is willing to do the job, but directors must insist on good minutes as protection for themselves and the co-op.

However, as with any other staff position (paid or volunteer), the recording secretary should be hired and supervised by the manager or the appropriate staff member. The recording secretary is providing administrative support to the board; no special supervisorial relationship directly with the board is necessary. Initially, the corporate secretary (the board member) may want or need to spend some time with the recording secretary reviewing how the board wants the minutes to be prepared -- by what deadline, in what format, with what balance of content and detail. However, the actual production of the minutes is an operational activity -- to be supervised by the co-op's management, not by the board itself.

Don't forget the obvious

Despite seeming obvious to everyone involved, some things simply must be recorded in the minutes. These include: the name of the co-op; the fact that these are minutes from a board of directors' meeting; the date, time and location of the meeting; who attended (preferably identified by their roles in the meeting -- e.g., "directors present: . . .; employees present: . . .; members/observers present: . . .); all agenda items, whether action was taken or not; and the time of the meeting adjournment. Additionally, it is wise to record comings and goings, to make it clear which directors actually participated in which decisions.

Regarding format, minutes will be more useful as internal reference documents if they follow the same system used with the published agenda circulated prior to the meeting.

Finally, a synopsis of the debate and deliberations about major action items should be recorded in the minutes, highlighting the "pro" and "con" arguments presented for all directors to evaluate. By recording these considerations, the minutes will document that the board reviewed and rejected other factors and eliminate speculation that the board overlooked an important opinion or factor.

In summary, the better the meeting preparation, and the more well managed your board meetings, the better your minutes will be. Believe it or not, someone will need to review your board minutes for something several years from now. With a clear format and appropriate presentation of the meeting's discussion and decisions, the minutes will prove useful, valuable documents.

As directors, the law provides you with important protections for decisions you make that are clearly based on facts and documented justification, were reasonable under the circumstances, and that were taken only after appropriate consideration of the consequences. However, you can lose many of these protections if you can't demonstrate that your actions meet those criteria. Good minutes are too important to be casual about them. They document that you are acting as reasonable directors should be acting.