Meeting minutes can be a great tool for keeping your board organized and on track during and after meetings. Improve your meetings and make sure the board is aligned—at least procedurally—to maximize the effectiveness of meetings.
Prior to a meeting, directors should review the agenda for items to be covered and assess the materials to be distributed to the directors. Pre-determining who will act as secretary at meetings, defining the date, location, and time of the meeting, and whether a quorum of directors must be present for the meeting are all important. Further, setting a description of the matters to be discussed or approved in advance can be added to an outline in advance. Be sure to approve the previous minutes directly before new meetings.
During a meeting, have extra copies of the agenda at hand. The best practice is to not permit note-taking because it helps the person serving as secretary to create a complete record of the meeting. At the beginning of a meeting it will be important for the secretary to add i) confirmation of the directors present, ii) confirmation of secretary, iii) the names of any other attendees.
The meeting minutes should not be a word-for-word transcript of the meeting. They should remain objective. As items are discussed or approved each item should be noted with i) who presented the matter, ii) a description of any discussion, iii) reference to any materials previously distributed to directors, and iv) the action taken of the vote result (including potential conflicts or abstaining votes). Maintaining a potential follow-up list of items for directors can be included in the minutes to provide structure in planning the next meeting.
After the meeting, send the draft minutes for review to the general counsel and the CFO and incorporate their comments. Next send the drafted minutes to the chairman or lead director, and lastly send the draft to all directors. Incorporate all comments and prepare a final version of the minutes to be approved prior to the next meeting. Finally, destroy all notes taken and earlier drafts in accordance with the company’s retention policies. It is best to keep your minutes together with exhibits and other attachments in a “minute book,” whether in a physical binder or an electronic database.
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