August 13, 2013
In July, the Federal Reserve released minutes from its June policy meeting and the minutes caused a bit of a storm in the financial community. As investors reviewed them, they learned that Fed officials were divided on how the markets are improving. The release of the minutes affected both the Dow and S&P 500 and caused Chair Ben Bernanke to make a speech to explain and raise investors’ confidence again.
While most of our associations don’t have meeting minutes that create headlines, this news story was a good reminder of how important minutes can be. The association minutes are a permanent record of what occurred at the meeting and are a necessary legal document that the association should keep as part of its permanent record. It’s important to remember that they can be subpoenaed in the future, so they must be able to stand up to legal review.
Here are some best practices for meeting minutes:
- All meetings of the Board should have a formal agenda and minutes.
- When writing minutes, always report votes and actions. Names do not need to be reported, unless someone recuses himself from a discussion/vote. That should be noted in the minutes.
- Minutes should be complete, comprehensive, accurate and unambiguous. They should not be a transcription of the discussion.
- Minutes should include
- Name and company of the attendees. If anyone arrives late or leaves early, that should be noted in the minutes
- Date and time of the meeting or call
- Indicate the form by which the meeting was conducted: in-person meeting, conference call or webinar
- Indicate that the required quorum to hold the meeting and make decisions was present (as required by the Bylaws)
- Agenda points and any adjustment to the agenda
- Governance and antitrust policy review
- Review actions arising from the previous meeting
- Approval of the previous meeting minutes
- Discussion on agenda points/issues
- Date of next meeting/call
- The minutes should be written within two weeks of the meeting and should be reviewed by the Chair and legal counsel. They should be distributed to the members for review and proposed changes, and only the approved minutes should be retained.
Although writing them sometimes seems to be a tedious task, always remember that meeting minutes are very important to your organization. Make sure that the person writing them understands the necessary components and the importance of following the correct procedure.