Minutes

What happens in a meeting must be written down. Nobody can possibly remember everything that happened in a single meeting, let alone many over the course of a board tenure. And even if they could, when a board member leaves they'll take those memories with them. Finally, if something goes wrong - a legal dispute, an audit or other scrutiny from regulators, accounting errors and other mistakes - you'll need a way to prove who said what and what decisions were taken.

Those written records are called the minutes. They are usually taken by the secretary as the meeting is in progress, then distributed to board members for approval in the following meeting.  They are held in a safe place - either digitally or in print - and become your organization's institutional memory.

What should be recorded?

According to the Canadian business law firm Miller Thomson, what you decide to record in the minutes of a board meeting is largely up to your organization. There are some minimum requirements by law, and guidelines of best practices.

The law

Provincial laws vary but most stipulate the following:

• The name of the organization
• The date and place where the meeting takes place. The exact time is not required, but you should specify whether morning, afternoon or evening.
• The names of those present, their roles or offices, whether non-member guests, and whether they are present in person or online.
• The text of any motions that have policy or financial implications
• In votes requiring more than a majority, or votes requiring a ballot, the number of votes for and against and spoiled
• Names of anybody declaring a conflict of interest, the nature of the interest, and the agenda item it conflicts with
• The name and vote of any director who wishes their vote to be recorded (whether required or not) and their objections, where applicable.
• The signatures of the chair and secretary

Legally are you not required to record:

• The mover and seconder of motions, nor the arguments for and against a motion
• Defeated or withdrawn motions
• Agenda items (such as background information or presentations) that require no discussion or vote

Best practice 

Nevertheless, minutes are the official record of your organization's decisions. They may be required to help make decisions in the future and may even be called on as evidence in court. We recommend you record:

• All motions regardless of implications
• Movers and seconders
• A summary of arguments and discussion sufficient to explain the justification for a decision
• Defeated motions
• Any amendments to motions should be recorded.
• Action Items (see above)
• Confirmation of quorum

Minutes can get unwieldy if you are try to record every last statement and nuance. Do not produce a transcript of the proceedings, almost the most important information. You can leave out:

• Every comment, aside or statement. You're concerned with the decisions that are taken and the reason for taking them, not a blow-by-blow of the discussion that leads up to it.
• The vote of each member, unless directors ask for a roll call vote (see above)
• a motion that is withdrawn, although you may wish to include the gist of the discussion that took place
• Too much detail that could create a liability in court. The board should not be held liable for off-the-cuff, exploratory or confidential statements in a discussion
• Uneven detail. If some parts are highly detailed and others sparse, this may raise suspicions in court of deliberate omission

How do you do it?

If you're the secretary, it may seem like a daunting task to keep up with the meeting without missing important details. Here are some tips for efficient minute-taking:

• Stick to only the most important things, as noted above
• Use bullet points, and abbrevs. These are still draft minutes that will be later tidied up and presented to the board for approval 
• there is no requirement for the format. You can write by hand, on a computer, into the agenda itself or using a web service.
• Don't write descriptive language, just stick to the basic facts (and definitely don't throw in your own opinion).

Are minutes a legal requirement?

Yes. Regulators always require some form of record-keeping in meetings. The Ontario Corporations Act, for example, states: 

A corporation shall cause minutes of all proceedings at meetings of the shareholders or members and of the directors and of any executive committee to be entered in books kept for that purpose.

Any such minutes, if purporting to be signed by the chair of the meeting at which the proceedings were had... are admissible in evidence as proof, in the absence of evidence to the contrary, of the proceedings.

In other words, from the point of view of a regulator

take minutes or the meeting didn't happen!

And even if minutes weren't a legal requirement, it is a foolhardy organization indeed that decides to operate without them. An absence of minutes is a big red flag for regulators such as the CRA!

Who has a right to see minutes?

Board members and directors have a right to see them at any time, as well as auditors and in the case of legal or financial disputes, a court appointed investigator. The public does not have a right to see them. However, in the interests of transparency, some organizations decide to publish them anyway.

Here are the minutes of Ottawa campus station CKCU.