In the course of any board’s work, there will be minutes. Minutes are the record of the board’s hours together, the decisions it makes, and sometimes its deliberations. Despite the fact that they serve the same purpose, minutes invariably differ from board to board. A matter-of-fact board wants minutes that contain only the minimum required information. Another may want its minutes to include the rationale for their decisions and other perspectives it considered. A detail-loving board may want minutes to capture everything that was discussed or mentioned – just in case it wants to refer back sometime in the future.
While there is no “one right way” to write minutes, there are recommended practices and practices to be avoided, in keeping with the vital function that minutes serve. To quote from The Standard Code of Parliamentary Procedure, “Accurate, concise and complete minutes are…the official history and legal record of the [board’s] proposals, reports, and decisions…Minutes are invaluable for reference, and the courts give them great weight as evidence. Auditors depend on them for proof of [board] authorization”
While most boards will never face a situation where their minutes are subject to legal scrutiny, the possibility provides weight to the caution that a board should take its minutes seriously.
- Do they record the date, time and location of the meeting, when it was called to order, who was presiding, and when it adjourned?
- Do they identify board members in attendance, those who were absent, arrived or left during the meeting, and whether there was a quorum? Does it state who else was there and why, i.e. as staff, observers, guests, etc.?
- Was the agenda approved or were items added, deleted, or deferred to another meeting?
- Are motions accurately recorded, including the name of the proposer? The name of the seconder is not required, although it is okay to include. Some authorities say the name of the proposer is not necessary provided it is recorded that the motion was duly made and seconded.
- Is the result of the vote on a motion recorded? Were motions approved or defeated? Were there abstentions? Was a roll call vote held and, if so, do the minutes record the way each board member voted?
- Minutes should never include subjective opinions, descriptive judgements or criticisms of the meeting’s activities or board members’ contributions. “Heated discussions” or “capable presentations” or commentary that “sadly, not everyone was equally prepared and the decision had to be deferred” are definite no-no’s.
Minutes should ensure that the all business the board transacts is stated specifically. When a board implements Policy Governance®, it needs to figure out how to do this for new types of decisions. In coaching boards as they implement Policy Governance, we see some common challenges.
The first challenge is making sure agenda items are in the appropriate category. A board implementing Policy Governance needs to tailor its agenda to fit the types of decisions the board will be making and to be consistent with the distinct roles of the board and the CEO.
Recording Monitoring Decisions
Frequently, boards are unsure about how to record decisions about the monitoring of CEO performance. Any motion needs to specify the policy it is monitoring, the board’s determination about the reasonableness of the interpretation and whether or not there was evidence of achievement of the interpretation. The simplest motion is one that states, “The board assessed the monitoring report for [name of the policy] and determined that there was evidence of compliance with a reasonable interpretation.” But what if the interpretation isn’t reasonable or the evidence is insufficient? What if the interpretation is reasonable for parts of the policy and not others, or evidence is incomplete? Important here is to know that it is possible to tailor motions to fit the variety of possible scenarios, but that is not the intent of this blog.
Recording Policy Amendments
Another challenge for boards is how to record decisions about policy changes due to regularly scheduled policy content review or circumstances that motivate a change. In the first year of implementing Policy Governance, a board often ‘tweaks’ its policies, so having a rule of thumb for these motions is helpful. Even if an amendment is limited to minor grammatical changes, a motion that only states that the board amended its policy is not specific enough. Better is a motion that includes the full wording of the additions, deletions or amendments, as well as the way in which a policy statement will now read. If there are a significant number of changes, state in the motion that the board approved the revised policy and that it is attached in an appendix to the minutes which becomes part of the official record of the meeting.
We sometimes encounter a board which is puzzled by how it records the result of a policy review when no changes are made, or when the Governance Committee reviews the policy and has no changes to propose to the board for its consideration. If no change is required, no decision is needed, so there is no need for a motion to keep the policy the same. But remember, minutes should be specific about the business conducted and should record the board’s actions, specifically, that the board reviewed the content of the policy and determined that no change was needed.
Obviously, this blog is not an exhaustive treatment about how to write minutes or record motions. If your board is trying to figure out how to develop a fit-for-Policy Governance-purpose agenda or how to record decisions required of a board using Policy Governance, get in touch. Our consultants have lots of experience in supporting boards in these areas. You might also check out our Behind the Scenes webinar, which provides more detail. If you are seeking specific expertise about how minutes need to comply with procedural rules or legal requirements, you may want to seek the specific expertise of a certified Parliamentarian or legal counsel.
The Standard Code of Parliamentary Procedure, Alice Sturgis ©1950, 1966 (Revised by the American Institute of Parliamentarians) McGraw Hill ©1988, 2001, pp. 198-202.