Ron Gifford | December 2024
Ron is a Managing Director of Dunleavy & Associates, a consulting firm that has helped nonprofit clients for more than twenty years.
How often has this happened to you: you approach a board member about their willingness to serve as Board Secretary, and their immediate response is, “Oh, thanks for asking, but I’m not a very good note taker.” Or: “I don’t have the time to prepare the minutes.” Or, more likely: “Ugh. Really? There’s no one else who can take notes?”
Maybe this reaction stems from the PTSD of taking notes in school. Or the fear of not being able to read your own handwriting when deciphering your notes. Or the perception of having to work too hard during (and after) a board meeting (bonus points for candor on that one). For whatever reason, almost no one gets excited about doing nonprofit board meeting minutes.
Now, what if I told you that meeting minutes don’t have to be mini versions of War and Peace, might even fit on one page, and often can be completed by the end of the board meeting?
You might respond, “ARE YOU KIDDING ME?!?” (insert “mind-blown emoji” here).
I kid you not. Somewhere along the way, we’ve accepted the mythology that meeting minutes should be – and are required to be -- detailed meeting notes. But that’s just not the case.
Now let’s be clear: they can be, if you want. If your organization wants to create multi-volume meeting minutes and you have a way of making that happen, then kudos on that. You just keep doing what you’re doing, you special little unicorn. This article is for the rest of us.
A One-Minute History of Minutes
Board minutes have nothing to do with time, of course. According to the literature, the word "minutes" is derived from the Latin phrase minuta scriptura, meaning "small writing” (“small” as in my-noot – yes, the concept derives from that pronunciation and definition of the word “minute” even if we don’t pronounce it that way when referring to “meeting minutes.” And that’s your etymology lesson for the day).
The practice of keeping meeting minutes traces back to the 15th Century, when court records and legal registers were written by hand in “minute books” (unclear if they really were tiny books). By the 17th Century, the term “minute book” was used to describe the official records of corporate meetings. Minute books literally were books (typically full-size) in which meeting minutes were handwritten. Eventually, the new-fangled technology of the typewriter resulted in minutes being created as their own separate documents – and then probably stuffed inside a blank minute book.
Over time, state corporation laws and resources like Robert’s Rules of Order standardized what should be included in those official written records. More importantly, they set out the expectation that minutes should be a record of what was done at the meeting, not what was said at the meeting.
When Did Minutes Turn Into Hours?
So, if the minutes can be a short recitation of what occurred, how did we end up where we are today, with nonprofit board minutes becoming a multi-hour spectacle like the movie Wicked (minus the sing-alongs)?
I don’t have a definitive answer for that, but I have a hunch that the practice developed as a way to help absent board members get up to speed on meetings that they missed. You can almost hear it playing out in real time: “We have a few members who couldn’t be here tonight,” announces the Board Chair. “Can we make sure the minutes capture the substance of the meeting so we can keep those members in the loop?”
And part of that rationale was undoubtedly a practical one: as long as someone (probably after much coaxing and begging) physically took notes of the meeting, why not save time and combine them into the minutes?
Well, that was then, but now we live in an age where no one has to physically take notes anymore; we have A.I. programs that do that quite effectively, especially in virtual meetings. And soon enough, I suspect those programs will generate beautiful minutes for you as well.
But in the meantime, while a human is still doing your meeting minutes, here are some tips for doing them quickly and efficiently. Remember, since the minutes are the official record of the action taken at the meeting, they should not only describe that action but also include all the procedural niceties that demonstrate that it was an official meeting.
The Minutia of Your Minutes
Board meeting minutes should include the following information:
The date, time, and location of the meeting (in person or virtual).
Who attended (to prove the existence of a quorum) and how they participated (in person or virtually).
Who presided over the meeting (chair, vice-chair, etc.).
A description of all formal actions taken (what motions were considered and how the board acted on them).
A general description of what else occurred at the meeting (this typically reflects the items on the meeting agenda: presentation of committee reports, staff reports, other items that were discussed or considered).
Finally, board approval of a motion to adjourn the meeting (this effectively “closes” the official record of the meeting).
To be sure, you could include other information about the meeting, and of course, there’s a balance to strike between providing too much detail and too little detail. For example, meeting minutes that simply say, “Motions were considered and adopted” probably don’t cut it. But as noted earlier, the minutes don’t have to be a record of everything that everyone said about every motion or topic that came before the Board.
Here's an example of striking that balance when reporting on the consideration of a motion: “Motion to adopt the minutes of the previous meeting was made and duly seconded; following discussion, the motion was approved unanimously/approved by a majority of those voting.” Now, is it OK to add details to this description, such as who made the motion and seconded it? Sure. Or the actual tally of the vote? Yes. Are you required to do so? No.
Just do a quick Google search for “sample meeting minutes” and dozens of free templates will pop up. Save yourself some time and effort (and make it easier to recruit your next Board Secretary) by finding an efficient template that works for your organization. Then use it. Don’t spend time and energy reinventing perfectly round wheels.
Now Wait a Minute . . .
In case there’s a lawyer reading this far and their head about to explode, let’s state the obvious: first, nothing in this article is legal advice you should rely on (but you’ve already figured that out), and secondly, if your organization’s particular circumstances require you to treat your board minutes differently, then listen to your lawyer and do what they say. This is especially true when the board has to deal with controversial or confidential matters, such as personnel matters, litigation, or other risk management issues. Fortunately, most nonprofits usually don’t have to worry about whether the content of their meetings will be discoverable or whether their minutes could be used against them in court.
Give Me a Minute to Talk about Meeting Notes
Let’s say you’re liking this Minute Rice approach to the minutes, but you have a concern. Absent board members won’t be able to read the minutes to know what was said at the meeting. How do we get them up to speed?
As I noted earlier, and especially for virtual meetings, I have two words: A.I. notetakers. As you know, every platform from Zoom to Teams to Google Meet offers some kind of recording and transcription service, and the number of third party transcription apps (like Fireflies, Notta, Otter.ai, etc.) is growing every day.
In my experience, these notetakers are pretty good and instantly create more complete and accurate notes that most of us take. You can spend a few minutes editing the transcript and have an accurate record of the whole meeting that you can immediately make available to your board (not to mention that these platforms also include video and audio recordings of the meetings that can be shared). And the meeting summaries aren’t half bad.
Ironically enough, the technology isn’t that good for in-person meetings. Many of the third party apps allow you to record the meeting on your phone or laptop and upload it to create a transcript. But the transcript generally can’t identify speakers by name, unlike the virtual apps that capture that information directly from Zoom or Teams. And depending on where your device is located in the room, and what other background noise exists, you may find it hard to clearly capture everything said during the meeting.
If someone knows of a great technology solution for transcribing in-person meetings and generating A.I. meeting summaries, please share that information with us. Otherwise, it feels like we haven’t made much progress in streamlining the process of creating great meeting notes for in-person meetings.
At the Last Minute. . .
Now that you know how to do your Board minutes in minutes, maybe it’ll be easier to recruit your next Board Secretary. After all, they won’t have to spend hours preparing meeting minutes anymore.
Instead, they can use all that extra time to figure out the best online Board portal or shared drive for storing the minutes and other documents. That shouldn’t take long, right? (“Nooooooooooooooo!!!!”)