Best Practice in Development and Review of Board Minutes

Minutes are permanent, official, true recordings of a meeting’s procedures and resolutions adopted at board meetings, board committee meetings, or the organization’s general meeting, created by the Certified Secretary from the meeting’s notes, according to the Governance Standard 003 that ICS established, which also stipulates the essential components of the best practice in development and review of Board Minutes as is discussed below.

The following must be stated in Board Minutes:-

• Name of the organization;
• Type of meeting, e.g. Full Board Meeting, Special Board Meeting or Board Committee Meeting;
• Date and time of the meeting;
• Place/venue of the meeting;
• Name of members present, absent with apologies, absent without apologies, and proxies in attendance;
• Duration of the meeting, i.e. start time and end time;
• Name of people responsible for action;
• Minutes chronologically numbered, i.e. Minute number and year;
• Signature section.

Validly prepared Board Minutes should be:-

• Clear, legible, unambiguous and written in a language understood by the board members.
• Appropriate and proportionate to the organization and its industry.
• Precise, concise and fair with the correct summary of the proceedings of the meeting, but not too brief to avoid losing meaning.
• Consistent in form throughout the organization, preferably done so by adopting a standard , across all meetings within the organization.
• In the third person, past tense, and using a neutral tone. Eliminate emotive and subjective terminology.
• Conform to all applicable legal requirements.
• Impersonal because group consensus governs decisions.

A few preliminary issues are also crucial. First, the meeting’s quorum must be recorded in the minutes; if it is not met, the meeting is automatically adjourned. Second, it is important to point out that the members got the Notice and Agenda within the timeframes required by law. Additionally, members who were present at the previous meeting must propose, second, and confirm the minutes as an accurate record of the proceedings. It should be noted that only members can confirm the minutes; without them, the minutes can only be adopted, not confirmed. Neither the Chairperson nor the CS can undertake this. Furthermore, issues from the prior meeting need to be discussed and resolved. If a matter isn’t finalized, it cannot be dropped from the list of matters arising until it is. Nonetheless, not every voiced comment, input, or suggested alternative should be recorded.

All matters that have been brought up for discussion, such as management reports, annual budgets, human resource concerns, the Chairperson’s report, etc., must be covered, and all deliberations must be accurately recorded in the minutes.

Since the board has a collective role, mentioning select individuals should be avoided whenever possible, with the exception of unusual circumstances as outlined by ICS.

The minutes must, whenever possible, include the date of the next meeting. When a date cannot be determined, it should be stated that the members will be given notice of the next meeting.

A slot for the signatures of the Chairperson and CS or the Chairperson and another Board Member must be included. After the minutes have been confirmed by the members at the next meeting, they must be formally signed, dated and every paged initialed.

Each meeting of the Board and that of its Committees shall have a separate minute book where minutes are archived. A Minute Book, shall:-

• Maintain records of duly approved and signed minutes for at least ten (10) years, or as required by the organization’s documents retention policy and relevant laws;
• Be preserved in either hard copy or digital format, but must always be compliant with the law’s requirements; and
• Be stored at the organization’s registered office or any location that the board may designate.

In recording systematic and well-structured Board Minutes, it is important for a CS to take the following ideal approaches into account:-

• Remain impartial and accurately reflect the meeting in the minutes without bias towards any particular board member or discussion topic;
• It’s critical to be aware of and comfortable with all the tools you’ll need to generate minutes, thus, preparation is key;
• When duties are assigned, list each action along with the people who have been assigned to complete it;
• Utilize visuals by taking a snapshot of information is drawn on boards since photos are a more effective way of illustrating what was expressly stated when compared to trying to describe the same thing in words;
• It is efficacious to present an overview of the key decisions and activities taken during the meeting without necessarily recording every word in order to produce a succinct and intelligible report;
• Proofread before distributing to the Board for circulation since the critical nature of minutes dictates they must be error-free, whether linguistic or factual;
• Simplify your tasks by using a note-taking software or any online document editor to automate minute taking.; and
• Discern between a fact and someone’s opinion, and only record facts in your entries.

The CS has the following responsibilities in relation to preparation of Board Minutes:

• Use permitted means, such as handwriting, typing, and recording devices, to record minutes.
• Attend all board meetings and take notes so that minutes can be generated afterwards.
• Remains ultimately liable for the accuracy and correctness of board meeting proceedings even if they were recorded by someone else.
• If the board instructs him/her to leave the meeting, note their absence for the duration of the deliberations.
• Record any breaks or interruptions that occur during the meeting.
• Make sure that any issue emerging from an unofficial meeting of the Directors that necessitates a board decision is properly presented, discussed, and appropriately minuted at a board meeting that is lawfully held.
• Minutes should be written promptly after a meeting, ideally within 48 hours.
• Ensure that the board members receive the minutes within fourteen (14) days of the meeting.

Amendment of Board Minutes

The following procedures must be undertaken when amending Board Minutes:-

• Postpone the confirmation and signing of substantive amendments until after the next meeting to allow for any necessary reforms.
• For non-substantive amendments, record and include the amendments in the most recent minutes, and have the preceding minutes confirmed and signed.
• Retyping should be done if there are significant errors.
• Once the Chairperson has signed the minutes, any adjustments thereafter are to be made through a subsequent minute in another meeting.
• The Chairperson should take the initiative for any editing done during the meeting before confirmation of the minutes.
• After confirmation and signing, the CS shall incorporate amendments from members in the current minutes.
• Any amendment arising in relation to minutes which have already been confirmed and signed shall be incorporated in subsequent minutes.

Review of Board Minutes

Board Members may inspect the minutes of meetings of the Board and Committees, at any time, at the organization’s registered office.