Corporate minutes serve as the official document of a company’s meeting. Properly kept minutes offer an objective summary of board and committee proceedings, while serving as evidence of compliance with regulatory and fiduciary obligations.
Fill in Basic Details First
Record essential facts in the first paragraph. Note when and where the meeting occurred, and how long it lasted, as well as the presence or absence of a quorum. Identify all participants, starting with board members and directors. Indicate if any are absent. Note staff members' or guests' names on a separate line. Also, state whether the event was a regular or special meeting.
Identify Key Actions
Devote one paragraph for each motion, starting with the approval of the last meeting's minutes. Identify who made the motion, and the outcome, but don't worry about naming those who seconded the motion. If the vote is a roll call, state each person's name. Be sure to record motions word for word.
If you're not sure who made a motion, don't be afraid to ask. However, if you don't understand a specific point, highlight it on your steno pad -- or rough notes on your laptop -- so you can ask the chairman about it later.
Summarize Essential Points
Condense long discussions. How board members decide an issue is more relevant than the methods they used to reach a consensus on it. If regulatory or fiduciary obligations require that you record certain information, only record factors that affected a particular vote, such as debate about a proposal's pros and cons.
Use keywords, wherever possible, to help you record notes. Write in keywords on the left side of your steno pad, if you're using one. Make notes about each keyword on the right side.
Record Dissents and Abstentions
Identify events such as dissents or abstentions when board members or directors want those views noted for the record, or procedural rules require it. For example, a member might not be able to vote on an issue due to real or perceived conflicts of interest. In that case, you'll write, "Board Member X was excused from discussing or voting on Motion Y."
Avoid detailed note-taking for executive sessions, if the board calls one. Simply note the participants, as well as the date, time, venue and duration.
Review Your Work
Proofread and correct your draft minutes, preferably after the meeting, and then submit them for the chairman to review. Don't encourage major editing because it might compromise your work's accuracy. Sign and date your minutes after the board approves them. Attach them to all original signed copies of committee reports, correspondence and written reports. Enter the official copy in the organization's minutes book.
Once board members and directors receive the minutes, it's not necessary to include the attachments. Instead, summarize them in your minutes.
Refrain from using emotional or judgmental language in your minutes. Maintain your stance as a neutral observer.