Board Meeting Minutes Form
A board minutes meeting form plays an important role for businesses of any size that need to hold board meetings. During a board meeting, someone is tasked with the responsibility of keeping notes (minutes) on everything that happens. To make that easier, a board meeting minutes form can be used. This helps formalize and standardize the procedure of keeping the minutes.
What are board meeting minutes?
Board meetings are professional meetings held by a corporation with the board of directors, including the company’s president, vice president, chief executive officer, secretary, and treasurer. These meetings typically discuss the nature of the company and the direction the company will be taking in the future. Board meetings are often a public event, meaning anyone can observe the meeting.
During a board meeting, the company’s secretary will make a record of the meeting. They will need to record the discussion topics and any action taken by the board of directors during the meeting. This official record needs to include the meeting minutes as well. The record of the board meeting must be filed and kept by the corporation in case there is any state or federal investigation of the board in the future.
Why keep board meeting minutes?
All states require that boards of directors keep meeting minutes. Minute-taking is important for the company to have a record of what was decided and for fiduciary and liability purposes. Board members are in a position of trust and have a duty to act in the best interests of the corporation and without conflict of interest. Board meeting minutes help the board to show that they acted in good faith.
Board meeting minutes are also important for tax purposes. A corporation is a separate entity from its individual shareholders. Board meeting minutes are important to prove the corporation’s status as a separate entity. If you do not maintain board meeting minutes, the IRS or your state can negate your tax status, causing tax problems for your individual shareholders.
Components of board meeting minutes template
A board meeting minutes template should include:
- The date, time, and location of the meeting
- Start and end times of meeting
- Any specific times allocated to agenda items
- Type of meeting: regular, special, annual, board of directors meeting
- Attendance - note all meeting participants, absent members, names of anyone who arrived late or left early
- Whether a quorum was present - may be required for any votes taken
- Description of any presentation - attach copies of any handouts if available
How to write a board meeting minutes templates
The corporate secretary is required to take meeting notes. If you’ve never taken meeting minutes before, you can look at a meeting template online for an idea about how the final product should look.
The corporate secretary is responsible for planning before the meeting, take notes during the meeting, filling in essential information after the meeting, and filing and sharing the minutes after the meeting.
- Planning - In preparation for the meeting, you should circulate the minutes of the last meeting, and obtain a copy of the current meeting agenda and the scheduled attendees. Proper planning ahead of time leads to more productive meetings.
- During Meeting - During the meeting, take note of when the meeting was called to order, names of the participants and those members absent, names of external collaborators present, name of board chair, corrections to previous meeting minutes, changes to current agenda, whether a quorum is present, motions that were taken or rejected, voting outcomes, actions taken, next steps or task list, new business, next meeting date and time, time of adjournment.
- After the Meeting - Review your notes to ensure that they contain sufficient information. Add additional notes if items need clarification. Edit the minutes for clarity and ease of reading. If there were any handouts in the meeting, attach them to the minutes.
- Filing and Sharing - Once the meeting minutes are written, you make them official by having them signed in accordance with your bylaws.
Common Mistakes
Some mistakes that are commonly made when taking board meeting minutes include:
- Not creating and distributing an agenda before the meeting - this will save valuable time during the meeting
- Missing important parts of the board meeting minutes - the board meeting minutes should include all essential details
- Taking notes that are too specific - the meeting notes should not be verbatim
- Taking notes that are not detailed enough - if a decision was not unanimous, there should be a record of which board members dissented or abstained
- Not approving the minutes - minutes from the last meeting must be approved, they are only draft minutes until they have been approved by the board
- Not keeping records of meeting minutes - you should keep your board meeting minutes in a corporate record book
