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Why meeting minute approval matters—and how to do it.
Organization is critical for every productive, efficient board of directors, and it cannot be achieved without proper meeting minute creation and approval.
Board meeting minutes are the legal, official record of board meetings. In order for such minutes to serve their purpose, they must contain accurate, extensive information about each meeting. Boards that nail down a streamlined process for recording and approving minutes can improve efficiency, accelerate decision making, and avoid miscommunication. This is a process every board must master.
Creating Faultless Meeting Minutes
Company secretaries typically carry the responsibility of recording the meeting minutes, but a staff member acting as secretary can also be in charge of the task. A strict routine for creating minutes will help others step into the role as needed.
During the meeting, the secretary is tasked with listening to the meeting and recording accurately what is said. The following should be included in the meeting minutes:
- What was decided
- What was accomplished
- What was agreed upon
Here are some best practices for creating and approving meeting minutes:
During the Meeting
- If secretaries fall behind in note-taking or didn’t thear what was said, they should ask board members to pause until they catch up or repeat or clarify what was said.
- Record the vote totals and the names of who voted in which favor.
After the Meeting
- First, end the draft minutes to the chairperson or executive committee..
- Once approved by the chairperson or executive committee, send the minutes to the rest of the board.
- Send meeting minutes to every board member, whether or not they attended the most recent meeting or will or won’t attend the meeting in which the minutes will be approved.
- Send the minutes early to allow board members ample time for review.
Robert’s Rules of Order Approval of Minutes
“Robert’s Rules of Order” is a manual of parliamentary procedures that most boards of directors follow. According to Robert’s Rules, minutes drafted prior to the meeting are not officially deemed minutes until members approve them. Members should review the draft minutes and take notes of corrections they want to make before the meeting. Then, they should propose corrections as needed during the meeting.
It should be noted that members who are absent from the meeting are still able to offer corrections to the minutes and/or vote on the approval of the minutes.
At the beginning of the meeting, the chairperson or board member running the meeting should make a motion to approve the meeting minutes. After another board member seconds this motion, the floor can be opened for discussion. It’s during this time that board members can offer corrections.
Robert’s Rules outline the six steps that boards should follow before making any decision. These rules, which are outlined below, should be used for minute approval as well.
The steps are:
Motion: A member stands up or raises a hand, is recognized, and makes a motion.
Second: Another member seconds the motion.
Restate motion: The chairperson or presiding officer restates the motion to the assembly.
Debate: The floor is open for board members to debate and discuss the motion.
Vote: The chairperson restates the motion, then asks for all the affirmative votes and all the negative votes.
Announce the result: The chairperson or presiding officer announces the result of the vote and instructs action to the relevant member.
Motion to Approve Minutes Wording
It’s best practice for approving meeting minutes to have the chairperson assume the motion of meeting minute approval. In order to be approved, the minutes must have unanimous support from board members.
Board members should not approve minutes that contain errors. Boards should also decide whether to include the names and defining characteristics of board members and companies in the minutes or remove those identifiers.
Here is a proposed motion to approve minutes wording to be used in board meetings.
Chairperson or presiding officer: “The minutes have been read/distributed. Are there any corrections to the minutes?”
- If any changes or corrections are offered to the minutes, a motion must be made, seconded, and passed with a vote. They must provide the exact wording for their suggestion.
- If a member does not approve of the proposed correction, they can make a motion to amend the minutes with an alternative correction. This motion must also be seconded for there to be debate and a vote.
- If passed, corrections are then added to the minutes.
- If there is a correction, the secretary should make the correction to the minutes and add a statement saying, “The minutes have been approved as corrected.”
Chairperson or presiding officer: “Are there any further corrections?”
(If there are no further corrections) Chairperson or presiding officer: “The minutes stand approved as read/distributed/corrected.”
Do Meeting Minutes Have to Be Approved?
Until the meeting minutes are approved, they are not considered an official record of the meeting. Approval is a critical step that cannot be missed. The secretary’s approved version of the minutes is considered to be the official record.
If it will be some time before the board assembles again for a subsequent meeting, the secretary must read the meeting minutes for approval before the current meeting adjourns. If this is not possible, a special committee or executive board may be required to approve the minutes.
Creating and approving meeting minutes is one part of board governance that cannot be forgotten. Put in the work early on to establish standards and procedures for meeting minute creation and approval.
A board portal technology and integrated meeting minutes software can help simplify your meeting minute creation, distribution, and approval process. It allows boards to create minutes with clear action items and collaborate on meeting minute drafts. Once finalized, securely share the meeting minutes electronically and approve with eSignatures.
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