The Importance of Keeping Minutes of Meeings
Meeting minutes are evidence of what occurred at that meeting. Laws in some states specifically require that non-profit corporations keep and maintain minutes of their proceedings and complete books and records of accounts. Often in legal transactions such as borrowing money, selling real estate or securities, copies of the official action as recommended in minutes are required.
What Are Minutes?
The official notes recording what occurred at a meeting of members or trustees of an organization are the minutes of the meeting. The book in which the minutes of an organization are kept is the official memory, recollection, and record of decisions of the organization. In this form the minutes become the legal record of actions taken and plans called for in the ongoing work of the organization. Any organization legally chartered, organized by a constitution and bylaws, or acting in behalf of a larger group of members must keep minutes of all meetings. Subject to any limitations prescribed in the articles of incorporation and not prohibited by law, the minutes are open to all members of the organization. The minutes are the organization's history and its plan of action for the future. They record past decisions and official actions so that in the future they may be referred to for information and guidance. They express the will of the members present about plans, policies, and specific actions.
Who Keeps the Minutes?
With but few exceptions, the secretary of the organization has responsibility for both the taking of the minutes and the maintaining of the minutes. The exception would be where the body of the organization has appointed some other person to have this responsibility. A good example would be a church board which has an elected secretary but which has given the official responsibility for the taking and keeping of the minutes to the employed secretary of the church. The secretary, in close cooperation with the presiding officer, takes notes at business meetings, prepares the minutes from the notes, presents them to the group either in printed form or by reading them and makes any corrections or additions as called for by the group. The secretary may wish to tape record the discussion at meetings in order to refresh one's memory when typing the minutes. The secretary signs the original presented copy of the minutes before changes are made. Bylaws usually designate the secretary as the keeper of the organization's books and records. He or she should keep these books and records in a safe place with a copy kept at some other site for safety. Many groups will want to have these books and records bound annually and it is recommended that two copies be bound so that one copy can be kept at hand for reference and guidance while the other copy is placed in another location for protection.
The Minute Book
All minutes for a church or church board should be kept in one book. In this way all meetings of members and of board members are recorded in sequence, by date. The reason for the use of a single, chronological minute book is that congregational meetings are generally held only annually or semiannually. These are intertwined among the minutes of the board which meets more often. The congregational minutes usually follow the actions taken by the board. Thus the keeping of all minutes as a record of a single stream of activities is what is needed to follow the official action of the board and the congregation.
The minute book should contain at least the following:
- Title Page
- Copy of the Constitution and/or Article of Incorporation
- Bylaws (and any amendments which have been added)
- Minutes of all regular and called meetings of the board
- Minutes of all regular and called meetings of the congregation (the board and congregational minutes shall contain copies of all financial reports and other departmental or committee reports which are made in writing)
- Loose-leaf books are preferred by most secretaries. It is desirable to bind the minutes at the end of each year or place them in a legal binder which can be purchased in office supply stores. Good quality, acid-free paper for the original copies is preferable.
The handwritten meeting notes taken by the secretary should be carefully set in order with proper English and neatly typed. Pages should be numbered with the date of the meeting at the top of each page. An index by subject, date, and page number is very helpful and desirable. This should follow the minutes for each year. The book should always be treated as an entire unit. Pages should not be removed to be taken to a meeting or any where else. The entire book should be taken to produce the continuity of the records and to have the information available for ready reference.
Minutes of each meeting should end with the signature of the secretary. After they are presented (and corrected, if necessary, in ink) at the next meeting, the corrections should be initialed in the margin by the secretary and also by the presiding officer at that meeting. Such corrections may be made only with the consent of those present at the meeting, with the exception of typographical errors.
Once the minutes have been approved in corrected form, the countersignature of the presiding officer shall be added below that of the secretary with the current date, in verification of their correctness. Some organizations require that each page of the minutes be initialed by the secretary and presiding officer. No changes or alterations may be properly made in the minutes after verification. Even corrections, typographical or grammatical, may be made only with the approval of the members present at a regular or called meeting. If corrections of actions or changes in decisions or records are to be made after they have been verified, that may be indicated in the minutes of subsequent meetings--not by rewriting history.
Contents of the Minutes
Minutes of each meeting should contain at least the following information. All parts are needed to give complete and accurate reporting for future reference and for legal information.
- Time (date, hour and minute)
- Place, both address or name of site and room number or description (fellowship hall, minister's study, library)
- Statement that the meeting was duly called
- By whom
- By the kind of notice (regularly scheduled, if it is a called special meeting then the procedure set forth in the bylaws should be followed)
- It would be well to attach a copy of the notice to the minutes for any called or special meetings.
- Presiding officer
- Secretary of the meeting
- Names of those present and those absent, in the event provision is made for voting by proxy the minutes should show the names and number of those voting by proxy.
- Reading, correction, and adoption of the minutes of the previous meeting.
- Adoption of the agenda if it is prepared in written form.
- A record of what occurred at the meeting, including:
- Resolutions proposed
- Resolutions adopted (names of movers and seconds and the outcome of the vote including the number for, against, and abstaining if a count is taken)
- Reports of officers, committees, departments, and ministers (especially the treasurer's report)
- Primary issues or themes discussed
- Adjournment time (date, hour, and minute)
- Signature of secretary
- Countersignature of presiding officer (obtained at the next meeting, when these minutes are adopted)
Verbatim recording of discussion is not required or even general practice. Issues and subjects should be recorded indicating whether there was major or minor time spent in the discussion. If there are specific statements made for or against issues, these can be summarized. If the statement seems important enough, the substance of the statement and the name of the person making the statement may be recorded.
Example of Meeting Minutes
The General Board of the First Christian Church of ....... met in regular session on Tuesday, October 14, 200-. The meeting was called to order at 7:32 p.m. by the chairperson, ......, in the fellowship hall of the church.
A quorum was present with the following members in attendance: ...... Members absent were: ....... The additional following persons were present: ...... (titles should be given if they are church officials such as minister, trustee, church school superintendent, etc.)
The meeting was opened with prayer by ......
The minutes of the previous meeting, held on September 12, 200-, were accepted as circulated by the secretary, ......., (or as read) and the specific items that were held for further consideration were reported on. These items were: ...... The agenda was adopted as circulated at the meeting. (The use of a prepared agenda can be helpful for several reasons. It outlines in advance the items which should be discussed, it gives members present some idea of items to be discussed and the order in which they are to be received, it requires persons to state in advance if there are additional items they wished discussed, and most important of all it gives the secretary an outline to follow in recording the minutes.)
Mr./Ms. ..... reported for the long range planning committee .......
MOTION: That $..... be authorized for the purpose of ....... Moved by ....., second by ....... The motion was approved. (It is helpful to indent all official motions with a space above and below so they can be quickly seen when reviewed at a later time.)
The financial report was given by the treasurer, Mr. ..... A copy is attached to these minutes.
In behalf of the nominating committee, ..... proposed the following slate for election for the coming church year be accepted and recommended to the congregation:
- Chairperson of the congregation .......
- Vice-chairperson ......
- Secretary .......
- Treasurer .......
- Elders .......
- Deacons .......
The meeting was adjourned with prayer by ..... at 9:30 p.m.
Respectfully submitted, _________________, Secretary
Approved, November 17, 200- ____________________, Chairperson