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Are summary minutes right for your nonprofit board?

(c) Can Stock Photo

(c) Can Stock Photo

Over the years Jurassic Parliament has been a strong supporter of “action minutes.” We agree with Robert’s Rules of Order that the fundamental purpose of minutes is to record official actions taken by a governing body. Minutes are a legal record and document what the body has done. This is true for elected councils, appointed committees, nonprofit boards, neighborhood groups and other kinds of “assembly,” to use the jargon term, in our society.

We would like to propose, however, that for nonprofit boards, “summary minutes” may also be useful. Like action minutes, summary minutes are brief and concise. Like action minutes, they contain a record of actions taken. However, summary minutes also include a record of the main points of discussion.

This is appropriate because oversight bodies wish to see evidence that a nonprofit board has exercised proper due diligence. A board has legal, financial and moral responsibility for the organization it leads. If questions arise about the legality or propriety of an organization’s actions, it can be important to determine how much the board of directors knew about those actions, and when they knew it. In this Quick Guide for Board Service, for example, the Attorney General and Secretary of State for Washington recommend that minutes include information about discussions held.

What do summary minutes require?

Deciding to adopt summary minutes means that the secretary of the board will have to extract key points from the discussion and list them briefly. This is harder, in some ways, than noting individual remarks as they are spoken. Nevertheless it is important NOT to record individual remarks nor to attribute what is said to specific individuals.

Disadvantages of detailed minutes

It is a mistake for ordinary nonprofit boards to record “who said what to whom,” for several reasons.

  1. First and most important, people won’t speak freely when their words are being recorded — yet open and free discussion of issues is essential for good decision making.
  2. Second, attributing remarks to individuals might expose them and the organization to liability which they certainly do not need.
  3. Third, detailed minutes make it harder to find key decisions in past records, since they are buried in a thicket of verbiage.
  4. Finally, preparing “detailed minutes” demands a serious investment of time for the secretary. It also makes it likely that the board will waste its own precious time in adjusting, modifying and correcting the record — to no purpose other than satisfying the ego of the individuals whose remarks are recorded.

Our blog post, “Detailed minutes put your board at risk,” discusses this issue further.

The focus of minutes should always remain on the actions taken. We suggest that adding brief summaries of the points of discussion can be good insurance for the board of directors and help protect them if questions about their actions arise in future.

10 Comments

  1. Tina on November 30, 2015 at 11:11 am

    Will there be another webinar on taking minutes?



    • Ann Macfarlane on December 2, 2015 at 1:06 pm

      Yes, Tina, we will offer these webinars again in 2016.



  2. nancy on December 21, 2015 at 7:27 am

    This sounds like a great webinar. I am looking forward to learning more about keeping meeting minutes in a more effective manner.



    • Ann Macfarlane on December 21, 2015 at 4:50 pm

      Nancy, thanks for your comment. We will announce our next series of webinars in January 2016. We look forward to working with you in a webinar in the new year! Yours,

      Ann



  3. Carlene Elliott on February 10, 2016 at 5:00 pm

    Ann, nice to meet you here in this forum. I have learned much about minutes and notes. Id love be part of your “inbox”. I’ll include my email address. Thank you again.



    • Ann Macfarlane on February 12, 2016 at 9:27 am

      Carlene, thanks so much for connecting! So glad it’s helpful. I’ve added you to our mailing list. Please keep in touch.



  4. Marisa on April 25, 2016 at 10:03 am

    Good morning, Ann – Please let me know when the next webinar on taking minutes will be held. I am the scribe for the Community Board of a nonprofit and am unclear as to how much discussion detail is the right amount! I know that “who said what” is not the preference and Action Minutes would probably be too little for our particular Board. The area between those two types of minutes is what I’m most interested in knowing about! Thank you.



    • Ann Macfarlane on April 26, 2016 at 9:12 am

      Dear Marisa,
      We plan to offer the webinar on minutes in the summer, date to be determined. We will publicize it in our newsletter and on our website. In fact summary minutes are the most challenging to produce, in our view, since it requires the secretary or scribe to “distill” comments down to the key points. I will think about how to show an example of that. Thanks for writing –

      Ann



  5. Wendy Isenhart on July 6, 2016 at 9:28 am

    Thank you for guiding this new Chairman and recently-elected Mayor Pro Tem through the thickets of non-profit and public meetings protocol. Your class in Everett last week at AWC took the edge off and I’m enjoying your blog as well. Now slightly less terrified and much better informed, I promise to put your good advice to good use.



    • Ann Macfarlane on July 13, 2016 at 9:11 am

      Wendy, so glad to hear this! Thank you for letting me know. Please feel free to be in touch if anything comes up! Very best wishes!