Detailed accounts of “who said what to whom” in your minutes are dangerous. In the worst case, they provide fodder for your opponents should your board ever be involved in a lawsuit. In addition, individual arguments, given in good faith, could create liability for the individuals involved. (Note that I am not an attorney and this does not constitute legal advice.)
In the ordinary way, detailed minutes tend to personalize and politicize your discussions, moving the focus from WHAT the board decides to WHO said WHAT. This has a chilling effect and corrodes your decision-making process.
In fact, WHO said WHAT is irrelevant. It is the decisions of the board AS A WHOLE that are important. Discussion is merely a means to an end, not an end in itself.
More reasons why detailed minutes are a bad idea
- Robert’s Rules of Order states clearly that minutes should include what is done and not what is said (Robert’s Rules of Order Newly Revised, 11th edition, 468, ll. 16-18).
- The purpose of minutes is to create an official record of the body’s actions. This purpose becomes clouded over and obscured when irrelevant material is included.
- Detailed minutes make it hard to sort out the actions taken from the verbiage.
- If records are kept of people’s arguments, participants can become intimidated and guarded. They may fail to express their true opinion, which is essential for good decision-making.
- The result is mere posturing, rather than true expression of genuine concerns. We see this effect all the time on the national scene.
- Detailed minutes absorb a lot of staff time and can result in the body’s taking too much time to correct the record – “that’s not what I said!”
What should you do instead of keeping detailed minutes?
- If you wish to create a record of the reasons for a decision, write a preamble to your motion. This section starts with “Whereas” and explains the thinking behind the decision.
- For nonprofit boards, we recommend “summary minutes.” You can read about them here.
- For civic and public bodies, we believe that action minutes are best. Read our posting here.