10 Common Questions About Minutes

Among the parliamentary procedure and Robert’s Rules questions that I’m asked, a surprising number of them relate to minutes. Today’s post is a Q&A that covers the questions I’m asked most frequently.

1. Do Minutes Matter? 

Yes. Minutes are the official record of a group’s action. Tax-exempt organizations are expected under federal and state law to take minutes. Minutes are the best way to keep an accurate record of what the group decided to do, and when they made those decisions. They matter most when you need to defend the legitimacy of your organization or its subgroups, or when you need to demonstrate that actions taken are consistent with the decisions made in an earlier meeting. 

2. Should the Minutes Be as Close to a Transcript as Possible?

No. Minutes are a record of what was done, not what was said. If you want a record of what was said, hire a court reporter to generate a transcript. You can use the transcript to prepare the minutes, but don’t title it “Minutes” or use it as a replacement for the minutes.

Instead, keep meeting minutes concise and limit them to the actions taken. Any attempt to add commentary will most likely result in inaccuracies or perceived favoritism, and it may create exposure to liability. Less is more.

3. Should the Minutes Say Who Seconded Each Motion? 

No. Organizations do it all the time, but it isn’t necessary because the seconder isn’t necessarily expressing support for the substance of the motion. The seconder is only agreeing that the group should take time to consider it.

4. Should the Minutes Include Motions That Failed? 

Yes. The minutes should include any main motion made and how the group disposed of it—e.g., adopted, defeated, postponed, referred to committee, tabled, etc. 

5. Can a Member Demand That the Minutes Include His Comments or Record His Vote? 

No. The group can give its permission through a majority vote to include specific comments or a specific vote, but no member has a right to unilaterally alter the rules of what the minutes should include by insisting that a record be kept of his comments or vote.

6. Does the Secretary Have To Take the Minutes? 

No. The person holding the office of secretary should be the one who takes the minutes, and if the secretary is absent, a temporary secretary should be elected for that meeting.

That said, I’m well aware that in many organizations the minutes-taking responsibility is delegated to staff. While this isn’t necessarily ideal—because staff have plenty of other things to do and because the secretary likely has the bandwidth to do it—I recognize the benefits of delegating this job. It can further consistency and timeliness if you use a system where a staff member completes the first minutes draft and works with the secretary to finalize it for circulation to the members.

7. Is Anyone Entitled To Review the Minutes? 

No. Robert’s Rules says that any member of a group is entitled to review the minutes of that group at a reasonable time and place. This means that if you’re a member of a large organization, you can view the minutes of that organization’s meetings, as long as your request to see the minutes is reasonable as to when and how.

In other words, you don’t get to badger the secretary about seeing all of the minutes from the last decade because you want to know who won the Perfect Meeting Attendance Award for the last ten years. It also means that if you’re not on the board of the organization, or on a specific committee, you don’t automatically get to see the minutes of the board or of that committee. You might, but the board has to adopt a motion to that end.

8. Where Should Minutes Be Stored? 

Minutes should be stored in a place designated by the staff. The minutes don’t necessarily need to be stored in hard copy, although it isn’t a bad idea to have a hard copy backup. But there should be a designated repository. They should not be stored on the laptops of the last ten individuals that served as secretary.

9. Do the Minutes Have To Be Read Aloud before They Are Approved? 

No. If the minutes have been sent to all of the members before the meeting, the reading of the minutes is omitted unless a member asks that they be read.

10. Should Minutes Be Taken in an Executive Session?

Yes. Minutes should be taken in an executive session just like they would be in a regular meeting. They are to be kept separately and confidentially, and they should be approved in an executive session held for that purpose at the next regular meeting.

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