Effective minute-taking at any corporation’s board meeting has always been crucial to maintaining a detailed recorded history and for legal compliance purposes. Over the years, legal professionals have debated exactly what these mintues should entail and what can be ommitted.
About two decades ago, attorney Jonathan Levine, penned a comprehensive guideline christened “MINUTES…NOT HOURS!” – a systematic account of elements that were essential in meeting minutes, as well as those that weren’t. Husch Blackwell LLP recently revisited, and gave it a minor makeover, and it still stands as vital advice for corporate law professionals today.
The resource, accessible here, offers in-depth insights into the nuances of meeting minute recordings, and what your minutes absolutely must contain. To give you a brief overview:
- The minutes should clearly mention the type and time of the meeting, the list of attendees, and any instances of early departures or late arrivals.
- They should detail the approval of previous minutes and report any corrections or amendments.
- If any formal votes take place, a detailed account should be included indicating the motion, the proposer, the seconders, and the final vote count.
- In the case of any significant discussions, while dialogue does not need to be detailed verbatim, an overview of the points discussed should be included.
Also important is what is not necessary to include:
- It’s not required to record attendee’s opinions or views. The minutes should steer clear of becoming an opinion archive.
- Avoid including anecdotal information or personal discussions that are not pertinent to the business at hand.
- Lengthy, verbose accounts of discussions are unnecessary. The minutes should aim to be concise and factual.
In essence, the minutes should efficiently serve to maintain an accurate record of the business conducted without overcomplicating or including unnecessary information. This resource shapes up to be an effective guideline for legal professionals to ensure your company’s meeting minutes are up to par legally and operationally.