Approval of Board Meeting Minutes: Tips and Best Practices | Board-room.org (2024)
Meeting minutes are important organizational records. They’re available for public inspection and show how well board members fulfill their duties. Moreover, taking minutes is required by law. That’s why proper meeting minutes approval is essential if a company wants to stay compliant and efficient.
Keep reading to learn the best practices and tips on how to approve meeting minutes. Also, discover how a board portal can help you simplify board management, make virtual board meetings more efficient, and speed up the minutes’ approval process.
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Why is meeting minutes approval necessary?
Board meeting minutes are the legal, official record of board meetings. They usually include:
The type of meeting, e.g., regular, annual, adjourned regular, or adjourned special
Date, time, location, attendees
Motions and decisions
List of action items to do before the next meeting
After a board meeting is over, the meeting minutes are:
Prepared by the corporate secretary
Checked by the legal specialists
Shared with directors for approval
Archived
Meeting minutes are taken for two major reasons. First, they serve as a reference for other members who were absent at the meeting. Second, they are important legal records and need to be kept as long as required by law.
That’s why the approval of meeting minutes is necessary. Without the approval, the board can’t prove the meeting happened and that the decisions were officially made. Failure to produce clear and accurate minutes may be interpreted as board members’ inability to carry out their fiduciary duties and employ a proper decision-making process.
Every company is legally required to keep minutes of all proceedings at board members meetings.
6 tips for writing meeting minutes effectively
Here are six simple recommendations on how to prepare for a board meeting and write minutes effectively.
Use a standard template. It’s necessary to create a standard template for minutes, as it saves time for those who record them and those who review them after the meeting. This is especially useful when meetings are conducted regularly.
Start with the most important details. They include the date, time, location, and purpose of the meeting, a list of attendees and non-attendees, and the agenda points.
Don’t postpone writing minutes. It’s always better to write minutes as the meeting happens rather than waiting until after the meeting has ended.
Record the meeting. Taking notes is essential, but recording the meeting is also valuable. It helps to capture every decision or action made during the session. Additionally, the recording can be later used as a reference.
Write just the most essential details. Notetaking is different from transcribing. Thus, keep the notes short and direct, capturing only the most important decisions, assignments, and action steps.
Seek clarification. Ask questions, when necessary, to make sure everything you write is accurate to avoid any misunderstanding.
Robert’s rules of order approval of minutes
Robert’s Rules of Order, or Robert’s Rules, is a standard for facilitating discussions and group decision-making. It’s a best practice that helps boards conduct better and more efficient meetings.
How to run a Robert’s Rules of Order meeting? Here are the main elements of the standard that you can incorporate into board meetings:
Motion. To propose a decision or action, a board member should make a formal motion by saying, “I move that…”. Then, another member seconds the motion. After the debate, the board votes.
Postponed indefinitely. To postpone a motion, a board member says, “I move to postpone indefinitely…”. When passed, the motion cannot be reintroduced at that meeting.
Amend. If you want to change a motion under consideration, raise your hand and make the following motion, “I move to amend the motion on the floor.”
Question. To end a debate, say, “I call the question”. After that, no further discussion is allowed and board members should vote. A two-thirds vote is required for passage.
Table. To table a discussion means to propose to discuss it later or during the next meeting when a board has more information on the issue. The wording should be something like the following, “I make a motion to table this discussion until the next meeting.”
Adjourn. The motion to adjourn or to end the meeting can be made when the vote on a pending motion is stated. After a majority vote, the chair announces the meeting has been adjourned.
How to approve meeting minutes
The meeting-minute approval process begins when a chairperson makes the motion. In order to approve minutes, unanimous consent is required.
The minutes of the previous meeting should be approved during the current meeting. If this isn’t possible, a special committee or executive board may be required to approve the minutes.
Here is an example of a motion to approve meeting minutes wording.
Chairperson or presiding officer: “The minutes have been read/distributed. Are there any corrections to the minutes?”
After that, there are several possible scenarios:
If participants offer changes or corrections to the minutes, a motion must be made, seconded, and passed with a vote.
If an attendee doesn’t approve of the proposed correction, they should make a motion to amend the minutes and offer an alternative correction.
If members approve corrections, they’re added to the minutes.
Chairperson or presiding officer: “Are there any further corrections?”
If there are no further corrections, the chairperson or presiding officer: “The minutes stand approved as read/distributed/corrected.”
If you want to save time on approving meeting minutes, make board meetings more efficient, simplify board management, or try using a board portal.
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Board portals as a tool for board meeting approval of minutes
Board of director portals are centralized and highly secure platforms where board members can:
Organize and manage board meetings
Store, share, and access board materials
Vote
Approve board meeting minutes
Communicate and collaborate
Sign documents electronically
Assign tasks and deadlines
The major benefits that board portals offer to their users include:
Quick board materials sharing. Share agendas, meeting minutes, and other confidential data quickly, easily, and securely.
Strong security. Protect the company’s data using features like two-factor authentication or user-access permissions.
Accessibility. Share meeting minutes, receive approvals, vote, and conduct meetings anytime and anywhere.
Effective communication. Contact board members and have minutes approved quickly due to tools and integrations for video conferencing.
Eco-friendliness. Conduct paperless board meetings to reduce your environmental footprint.
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FAQ
Do meeting minutes have to be approved?
Yes, as the organization has an obligation to approve minutes of what happened at the last meeting. Only the approved version of meeting minutes is considered the legal record.
What if meeting minutes are not approved?
If the board members don’t approve the meeting minutes, the chairman should manage the situation by reviewing the minutes, processing corrections, and announcing the minutes have been approved as corrected.
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How to approve board meeting minutes? It's best practice for approving meeting minutes to have the chairperson assume the motion of meeting minute approval. In order to be approved, the minutes must have unanimous support from board members. Board members should not approve minutes that contain errors.
Taking good meeting minutes is a must for groups that want to follow governance best practice. But approving the minutes is just as important as taking them in the first place. That's because minutes aren't the official record of a group's business until the group approves them.
Before any official business can be conducted, the board must approve the minutes of the prior meeting. There are a couple of ways to do this—either by asking the secretary to read the minutes of the prior meeting or by sending the minutes to members prior to the meeting.
The most efficient way of approving minutes is for the chair to assume the motion and obtain unanimous consent that the minutes be approved as distributed (or as corrected). The presiding officer says, “The minutes have been read (or distributed) to you.
Once approved, the decision is called a “resolution.” Thus, the minutes would say “Resolved, that the budget provided to the board in advance of the meeting is approved, unanimously.” (Of course, if board members vote against the resolution, be sure to include a description of the votes received for and against any ...
First, the meeting minutes are considered the primary record of a Board and committee's decision-making. If the minutes are not formally approved by the Board (or the applicable committee), this could cast doubt on the authority of the minutes, potentially leading to disputes about key facts.
What is the process of a meeting approval? A request for approval on a certain matter is added to the meeting agenda. The board members go through the supporting documents in the agenda to deliberate. The matter is then brought up during the meeting by the chairperson of the board who asks for a formal vote.
Minutes of a meeting are usually approved at the beginning of the next scheduled meeting [see Order of Business]. A member's absence from a meeting does not preclude that member from offering corrections to the minutes or voting for their approval.
Robert's allows both discussion and voting during an executive session. In fact, decisions made during a closed meeting don't even have to be revealed to non-board members until the board chooses.
Personal observations or judgmental comments should not be included in meeting minutes. All statements should be as neutral as possible. Avoid writing down everything everyone said. Minutes should be concise and summarize the major points of what happened at the meeting.
The minutes should include the title of the group that is meeting; the date, time, and venue; the names of those in attendance (including staff) and the person recording the minutes; and the agenda.
They are the starting point of the following meeting. They are helpful for those absent to know was discussed and what decisions have been taken. In case of conflicts, they are useful to know what agreements were made.
The mover must state their case to the meeting on that motion only and may not be interrupted by the chairperson unless the motion is frivolous or ridiculous and is unlikely to be seconded. The motion should be clear, concise and unambiguous and not be introduced to the meeting until it is clear.
Corrections to the minutes can be made years later by means of a motion to amend something previously adopted. This requires a two-thirds vote or a majority vote with prior notice. next meeting, or a committee may be appointed to read the minutes and report findings at the next meeting.
Approval Resolution means the ordinary resolution of the Company Shareholders to be considered at the Company Meeting by the Company Shareholders entitled to vote thereon with respect to the transactions contemplated by this Agreement, substantially in the form of Exhibit A.
The resolution is considered as 'passed' when the last member signs (i.e. 100% of voting members agree to pass the resolution.) The 75% threshold only applies to votes cast at a physical meeting; 100% of votes are needed to pass a resolution without a meeting.
The ratified board meeting minutes represent the official account of everything that happened during a board meeting. They make up a legally binding document—the ultimate source of truth for the board's activities.
Do meeting minutes need to be signed? Meeting minutes should be signed by the corporate secretary and distributed for approval to the board of directors. Signatures and approvals are important to the authenticity of meeting minutes as a legal record.
For board members serving a for-profit business, virtually everything discussed within a board meeting is totally confidential. Breaching that trust can even have legal consequences to a board member with the proverbial “loose lips”.
By law, the chair of the meeting or the chair of the next meeting must sign the minutes within a “reasonable time” following the meeting. Generally, it is best practice to sign minutes on or around the time they are entered in the minute book or at the next scheduled meeting.
A meeting minutes review is the comprehensive process of creating a formal document for assessment of the agendas discussed in the meeting. This is usually conducted by organizational administrators, presenters at the company meeting, and other attendees.
borrowing or lending money; adopting an annual budget; hiring or terminating members of senior management (or amending the terms of their employment); adopting employee benefit plans (401(k), profit-sharing, health insurance, etc.);
This is the step where board members receive the meeting agenda. They may peruse, consider and suggest changes to it if necessary. Once all members agree with the final agenda, the meeting can move on to the next step, which is the approval of the minutes.
When Should Board Meeting Minutes Be Distributed? Board meeting minutes should be distributed as soon as possible after the meeting so board members have sufficient time to review them and make corrections before voting to approve them.
Let's do it! Resolution without meeting. The Board of Directors may pass a Resolution without holding a Board meeting. Such Resolution shall be valid and enforceable as if it were passed at a Board meeting if all Directors of the Company vote in favor of the Resolution in writing.
Robert's Rules of Order provides for four general types of motions: main motions, subsidiary motions, incidental motions, and renewal motions. The most important are main motions, which bring before the organization, for its action, any particular subject.
Rule 4 mandated physical meetings to discuss and approve the matters related to the approval of the annual financial statements; the approval of the Board's report; the approval of the prospectus; the Audit Committee Meetings for consideration of financial statement including consolidated financial statement if any; ...
The Rule of 7 is simple: You shouldn't invite more than seven people in a meeting, ever. As soon as you begin implementing the Rule of 7, you'll be on the path to becoming a better manager who meets their objectives more easily.
In this case, it may be warranted for the board to go into executive session without the CEO and include “witnesses” who are not board members. This should be rarely and only done with guidance of legal counsel.
Enter: the 20-minute rule. The 20-minute rule is very simple. Next time you dread doing something, set a timer for 20 minutes, and start working on whatever it is you've been putting off. It doesn't matter if you're slow at first, the important thing is that you work on your task for just 20 minutes.
The chairperson is the most important person in the meeting. He or she will set the pace for the meeting, make sure that people stick to the topics, ensure that democratic decisions are taken, and that everyone is on board with these decisions.
Once your board meeting minutes are fully written, you are responsible for making them official by having the board secretary sign them. Your organization may also require the president's signature.
Using sentences like, “I really appreciated the time you spent with me today.I hope it was time well spent for you too,” or, “Let me start by saying thank you for your time today,” are a great place to start. If you can fortify these statements by adding specific reasons why you're thankful, that's even better.
What's In. The minutes should include the title of the group that is meeting; the date, time, and venue; the names of those in attendance (including staff) and the person recording the minutes; and the agenda.
Minutes. The company is legally required to keep minutes of all board meetings. These minutes should accurately record all resolutions and decisions, and preferably contain some indication of the facts that the directors took into consideration when reaching those decisions.
Ordinary Resolution: It requires just over 50% of directors to pass a decision. For instance, if there are 10 board members, the board will need the approval of at least six directors to pass a resolution.
Under Robert's Rules, the agenda is initially written up by the secretary and approved by the presiding officer or chairperson. However, the adoption of the agenda for each meeting should be voted on by the majority of the assembly at the beginning of the meeting, and only at this point is it binding.
“Good [morning/evening], everyone!It's [state the date and time], and I'd like to call the meeting of [organization name] to order.” The officer then addresses any items of personal or perfunctory nature. This could include welcoming new members, thanking retiring members, and welcoming visitors.
Robert's Rules of Order, often simply referred to as Robert's Rules, is a manual of parliamentary procedure by U.S. Army officer Henry Martyn Robert. "The object of Rules of Order is to assist an assembly to accomplish the work for which it was designed [...] Where there is no law [...]
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