Board minutes are a key part of a charity’s governance. However, not all board minutes are created equal, a little bit like Goldilocks, some will be too long, some will be too short and then finally there are those that manage to get it “just right”. So, what makes good board minutes and why are they important?
Board minutes are designed to record the discussions, decisions, and accomplishments of an organisation. They also assign responsibilities, inform those who are unable to attend and provide a valuable history for the organisation. They provide a critical written summary of all matters discussed and evidence the route taken to arrive at decisions.
Every organisation should agree the principles of their minutes, there is no one size fits all rule for what or how the details should be recorded. Consideration should be given to:
Content – the content should report the agreed information and the route the discussions took to arrive at a decision, they should not be a “he said, she said” record, but contain enough information to record the main issues discussed, the evidence presented that was relied on and the conclusion reached. An experienced minute taker will record the essence of the meeting, the discussions, decisions, and, importantly, the actions.
Risk – minutes that do not properly represent the meetings give rise to risk – the risk of disputes, the risk that you cannot evidence decisions, the risk of legal action or even the risk of Charity Commission involvement. Board members should insist on accurate, timely and appropriate minutes to safeguard themselves and others.
Accountability – another benefit of good minute taking is the accountability you can bring to your organisation. Minutes allow you to record and allocate actions – and then hold those accountable to moving an issue forward. Action plans should contain the who, the what and the when, and the following meeting agenda should cover prior meeting actions up to ensure progress.
Legal requirements – minutes are a key part of statutory record keeping, they record decisions such as agreeing the financial statements. Governing documents may require certain decisions to be discussed and minuted before actions can be taken. It is important that minutes’ evidence that the trustees were aware of their obligations and duties and complied with them.
History – minutes provide the history book of the organisation, allowing the future leaders to understand why certain decisions were made, strategies that have been tried in the past, how progress has been made, who was involved in the decision making etc. When reviewing minutes, consider re-reading them in the future, would you be clear on the issues, the discussions, the evidence and the decisions?
Training – with so much at stake, it is important the person taking the minutes understands the importance of the record they are creating. There are courses and training materials available that can be sourced to assist with this.
Next time you attend a meeting that requires the minutes to be taken, step back and think, what would you like to have recorded in the minutes if someone independent were to look at them in 5 years’ time, what are the crucial elements and how much detail would you want to wade through versus scant bullet points that don’t tell the full story. Review and refine the process after each meeting until they have the Goldilocks feel of “just right”.*The views expressed are the author’s and not ICAEW’s.