Detailed minutes put your board at risk

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warning signDo you include what directors say in the minutes of your nonprofit board meetings? Jurassic Parliament strongly recommends that you stop immediately.

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.

4 Comments

  1. Sandy Paul on November 17, 2015 at 1:42 pm

    Hi, Anne. The notes on minute taking knocked it out of the park – as you always do. I’m doing a job temporarily for Seattle Southside Regional Tourism Authority until my permanent placement can be hired. I’m retired, and I like it that way! The lady we are looking at has had no formal experience taking minutes. So I’m going to start her with your tips and tricks. Early on, Marge, the Clerk/Councilmember/Parliamentarian from the City of Kennewick, her name escapes me right now, taught a class that I attended years ago. I learned so much from her. Later, I looked for her at AWC conferences. You have filled the void she left. And her last name will come to me in a few hours! They always do! She’s one of the Grande Dames of WA City Clerks.



    • Ann Macfarlane on November 17, 2015 at 2:48 pm

      Sandy, I am honored to be included as a colleague of Margery Price! Thank you so much for these kind words. I’m glad you liked the minutes webinar and are glad that you are enjoying your “retirement.” Always great to hear from you!



  2. Chris brummett on March 5, 2016 at 8:08 am

    I have a question. Our board of directors voted on a subject. Then at the next general meeting the minutes were accepted by the members. Then over a month later someone is trying to over turn the subject that was voted on. Our rules state we aren’t able to change anything over the next year and Roberts Rules of order are to be followed. This is how our constitution and bylaws are set up. Can you help me?



    • Ann Macfarlane on March 5, 2016 at 9:04 am

      Dear Chris,

      To answer this question I properly I would have to see the bylaws and rules, since they govern who is responsible for what. It makes a difference who is trying to change the subject – is it board director, or a member? In some organizations, the membership can overrule or overturn a decision by the board of directors, and in other situations the members don’t have that power.
      If you review the governing documents in detail, you may find the answer to your question. Thanks for writing, and good luck with it!
      Ann