Minute Taking Matters

Under the various Corporations Acts in Canada, incorporated not-for-profits are required to maintain minutes of their meetings. These include the minutes of meetings of members, meetings of committees, and meetings of directors. Minutes serve as the official and legal record of meetings.  They provide proof of authorized actions, they capture a timeline of important decisions that were made, and they act as a historical register for the organization. Minutes also inform members and hold the organization’s leaders accountable to its members.

As such, meeting minutes need to be precise and provide an accurate record of any resolutions, actions or business proposed, and ultimately what was decided. Yet the taking of minutes is a task that is often overlooked, delayed, or half-heartedly executed.  In my work as a Parliamentarian, I regularly receive minutes that are produced last-minute or are incomplete.  I also commonly receive minutes that are over-detailed and read as a verbatim conversation of the meeting.  As such, this blog serves to highlight the key content of minutes and some tips for good minute taking to help your organization find the ideal balance of what good minutes should look like. Note that this is a brief synopsis for minute taking and is not a comprehensive manual or lesson on how to take proper minutes.  

Contents of the Minutes

While the Acts speak to the necessity to create and maintain minutes, parliamentary authorities provide more detail as to the structure and processes for minute taking. Robert’s Rules of Order [1] describes the ‘content of the minutes’ in three parts, summarized as follows:

1. The first paragraph which introduces the key legal requirements and basic details of the meeting, including but not limited to the name of the organization and body (i.e. Members, Board, Committee) that was meeting, the type of meeting, the date, time and place of the meeting, the names of the presiding officer and recording secretary, and the disposition of the minutes from the previous meeting (whether read or approved);
2. The body of the minutes which contains the subject matter of the meeting (in separate paragraphs) which would include all main motions that were made or taken up and the disposition of each motion whether adopted, defeated, or otherwise disposed of at the meeting (i.e. as amended, postponed to a later meeting, referred to a committee, etc.). In addition, all reports as well as all points of order and appeals, whether sustained or lost, along with the presiding officer’s reasons for ruling;
3. The last paragraph which acts as a concluding section and that includes the time of adjournment and the signature of the Secretary (and optionally the President).

The Standard Code of Parliamentary Procedure [2]notes that “there are several formats that may be used, and each organization should develop the one that works for it,” and that, “the use of a template allows an organization to establish a consistent format that is easily duplicated from meeting to meeting and that meets the basic requirements in an easy to read form.”

At a minimum, the minutes should include an account of the basic meeting details (date, time, location, and participants) and capture every important decision that was made. In capturing the key decisions that were made for the organization, the minutes should identify all main motions or resolutions that were formally introduced and whether or not those matters were adopted (carried) or defeated; or whether they remain pending because they were postponed/referred to a future meeting or the meeting was adjourned before a decision was made on those items.

While it is common practice by many organizations to include the full details of proposed amendments to the main motion that arise from the floor, most parliamentary authorities purposefully advise that including these amending motions (and who moved or seconded them) is not required. The principle here being that while an original main motion may be altered or amended during the course of debate, what ultimately matters in the minutes is what was the final version of that main motion; the one that was formally voted on in its final state, and not the other iterations. Similarly, other procedural motions that are handled during debate, and that do not affect future action, are also not required to be noted in the minutes. Examples include motions to limit or extend debate, motions to close debate and vote immediately, motions to recess, or the defeated motions to refer or postpone.

It is obvious to include the results of any election in the minutes, but what is less obvious is exactly how this should be recorded. I recommend keeping it simple, unless your governing documents say differently.  Simply record the name of the position, the full legal name of the person who was elected or appointed to that position, and the term of the position (i.e. 2-year term, until the 2028 Annual Meeting, etc.) If, for any reason, the election or appointment is not immediate (i.e. effective at a later date) this should also be noted.  What should not be included is the name of the other candidates who were not elected, the qualifications of the candidates or any discussion that took place prior to the election, or the voting result numbers, as all of these matters are inconsequential to the final result which is simply who did the majority of the members elect.

Historical matters or key milestones are not mandated to be in the minutes, but are certainly recommended to be included.  Examples include informal recognition of a longtime volunteer, a record membership number, the organization receiving an important grant or new facility permit, and Hall of Fame inductees.

Lastly, as it pertains to content of the minutes, this is the most critical takeaway of this blog: minutes are not meant to be a transcript of the meeting and should never be a verbatim documentation of all comments or statements made during the meeting. Minutes are intended to contain what was done, not what was said.  As a general rule, a standard set of minutes with 3 – 5 main items of business should be on average 1 – 2 pages in length. As noted, I will often encounter minutes that read as transcripts and include discussion or Q&A which serve no historical purpose, or procedural language that is unnecessary, or voting details that are irrelevant to the majority decision (i.e. voting numbers, recording of a disgruntled member’s disapproval). A good way to think about the minutes when drafting them is to imagine being placed in a time machine and jumping forwards in time, and then imagining yourself reading those minutes again.  What is important for you and others to know when reading those minutes in the future?  The actions that were agreed upon, what decisions were made, and what historical facts were shared are the items of business that truly matter.  Of course, some organizations may require more detail in the minutes because of trust issues or because the members simply require it by an adopted request to include it, via amendment to the previous minutes, or via a motion to record certain items in the minutes in real-time. It’s important to note however that these are member decisions made by the majority will of the group, not by demand of a single member, unless the chair permits it.

Some organizations who are highly scrutinized by their members produce two sets of minutes: one set that is an internal transcript of the meeting (available upon request) and another set that is the condensed and approved version of the meeting.  Some organizations also prescribe the annual appointment of a minute-taking committee who will review the draft minutes to verify their authenticity.

Tips for your Minutes

In addition to the content of your minutes, here are some tips to find that optimal balance in your minute taking:

• Ensure that the meeting secretary (aka recording secretary) is identified before the meeting, or immediately at the start of the meeting if not beforehand. While the role is most often prescribed as a duty of the Secretary of the Board, it can usually be assigned to anyone and must be determined at the start of the meeting.
• Use the approved agenda as well as previous minutes as the template(s) for your meeting, noting that variances are permitted, but consistency is valued.
• Capture any motion exactly as it was presented or formally amended, so that it accurately represents what was adopted.  Provide the meeting secretary in advance with any Notices of Motion or formal proposals, and the presiding officer should assist the secretary with specific language where necessary.
• Emphasize any actions that are formally adopted at the meeting (highlight, bold, list at the bottom of the minutes), so that they can easily be relayed to the appropriate personnel for implementation or captured separately within an Action Registry (a diary of approved action items).
• The minute taker must pay full attention and be free from distraction.  They should also have the confidence to speak up when they are unsure what to record or missed an important detail.
• Minutes should be drafted promptly after the meeting (i.e. within 48 hours) to ensure that key details are not forgotten.  Even if the meeting is recorded the minutes should be drafted as soon as possible thereafter to mitigate potential misstatements of what took place. Delays in drafting the minutes are the main reason why they are inaccurate or result in member complaints.
• Draft minutes should be circulated to the Board of Directors or committee members immediately after being drafted so that feedback can be received regarding errors, corrections, or omissions.  The draft minutes can then be updated before officially circulating them to the approving body such as the members or the Board.
• The circulation or posting of draft minutes of an Annual Meeting should be done within a reasonable window of time and should not be withheld until the next year’s meeting.  Using a ‘draft’ watermark is helpful in communicating that these minutes are still subject to member approval at the next meeting.
• A common practice in meetings (particularly in virtual settings) is for the organization to record the meeting or utilize an AI transcription method.  These recordings or transcriptions can be a helpful tool in fact-checking the draft minutes, but they are not intended to replace the actual drafting of the minutes. As noted, minutes are not intended to be a transcript of the meeting, and therefore a transcription of a meeting is not intended to act as the minutes!
  • Any recordings of the meeting should also be deleted after the minutes are completed, as the purpose of these recordings is solely to assist with accurately drafting the minutes.
• Establish a reliable document management system for storing and maintaining your minutes.  Minutes should be categorically organized and easily accessible for future reference and corporate accountability.

Pay attention to your minutes!

It’s imperative that your minutes are timely and that they accurately capture the essential details of the meeting, while also remaining succinct and comprehensible. Minutes serve to inform actions to be undertaken, act as reminders for decisions made, and help to ensure that directors and committee members uphold their duties and commitments. They also help organizational staff get the correct wording for updating documentation or for clarifying actions that they need to execute. Minute taking is not hard, but it’s important that we prioritize minute taking and get it right!

There are many aspects of minutes not addressed in this blog such as reading of the minutes, attachments to the minutes, accessing of minutes, approval of minutes, and closed meeting minutes (in-camera) and we’ll save those for a future blog (or several).

For those interested in more formal training on minute taking, Sport Law can offer an interactive minute-taking workshop or you can purchase a recording of my Minute Taking Must Knows webinar presentation.

Sport Law can also potentially support sport organizations with minute taking services and there are a number of specialized companies that also offer minute taking services.

If you have any questions about your minutes or your meetings, I am here to help!  

Jason Robinson

-------------------------------

[1] Robert’s Rules of Order Newly Revised (12^th Edition) – Robert III, Honemann, Balch, Seabold, & Gerber. (2020)

[2] Standard Code of Parliamentary Procedure (2^nd Edition) – American Institute of Parliamentarians. (2023)