In my role as a standards manager at RWA, I am sometimes asked about the best way to keep a record of meetings.
Over the years, working in numerous organisations in different sectors, I have seen wide variation in the standard of minute-taking. Moreover, my hobby as a local historian has given me an historic perspective, having read over a century’s worth of minutes pertaining to the affairs of public bodies, committees, companies and voluntary organisations.
At the one extreme, are the concise minutes that record clearly and unambiguously the key decisions made by organisations. Even if a meeting took place 150 years ago, I can still understand what was decided, by whom and, in most cases, why.
At the other extreme are minutes that read like the script of a play or are so poorly written that they do not give a clear account of what was discussed or decided. Others, usually taken by the meeting convener, can reflect the opinion of the minute-taker and do not read as an impartial account of the proceedings.
Minutes form a crucial part of the ‘memory’ of an organisation. The law requires companies to retain minutes of directors’ meetings for at least ten years (many will keep them indefinitely). It is therefore important that they are taken appropriately. The way the minutes are produced will vary according to the nature of the organisation and will reflect the level of formality at a meeting. For instance, a Board Meeting will be of a more formal nature than a project meeting between two or three colleagues.
There is a legal requirement for minutes to be taken in some circumstances. Section 248 of the Companies Act 2006 requires that decisions made by the members of a company and its directors must be clearly recorded and preserved. However, it is good practice to record all interactions in which decisions are taken or actions agreed. If any future contention arises, approved minutes can provide evidence of what was done and what was agreed. Minutes can also indicate whether directors or employees of a company were complying with relevant laws, procedures and regulations, and discharging their duty of care.
In many organisations, responsibility for the minutes of formal meetings is assumed by a secretary, who may take and record the minutes themselves or delegate the task to an appropriate deputy. Formal meetings include Annual General Meetings, Extraordinary General Meetings and Board Meetings. In other meetings, staff who manage projects, teams or meet with clients may record the proceedings of a meeting themselves.
If you’ve been asked to take the minutes, it can be helpful to prepare a template for the minutes in advance.
The minutes should contain the following elements:
- The name of the organisation.
- The nature of the meeting i.e. is it a client meeting, an ordinary meeting, an extraordinary meeting, an Annual General Meeting, a team meeting or simply a project meeting?
- The date, time and place that the meeting was held (including the duration of the meeting).
- Where relevant, identification of the chairperson and secretary (and any other officers present)
- Where relevant, whether a quorum was present (i.e. at General Meetings and Board Meetings)
- A list of the attendees and the names of invitees who sent their apologies for being absent from the meeting.
- It is wise to record the exact period of attendance of anyone who was not present for the whole meeting.
All the preliminary details e.g. date, place, time, attendees and apologies should be filled out as soon as possible. You need to be ready to start taking minutes, as soon as the discussions begin.
If an agenda is set, the minutes should correlate with it. Numbering and sub-headings in the minutes should reflect those on the agenda.
Minutes are recordings of what was done and agreed rather than what was said. However, a brief summary of the key arguments presented in the discussion may be recorded to provide some indication as to the rationale for a decision. FCA regulations, for example, expect that a third party should be able to derive enough information from the minutes to understand the reason(s) why a decision was made.
It is important that these deliberations are recorded impartially. Recording people’s names in these discussions is inadvisable as it can cause problems if a debate had become heated. It is wise to keep coverage of such discussions to a minimum, including them only where necessary.
Decisions must be recorded. These are often recorded as ‘resolutions’ e.g. ‘It was resolved that…’
In some formal meetings, motions may be discussed and voted on. These are essentially proposals for action. In these cases, the exact wording of the motion must be recorded in the minutes, including the name of the person who moved the motion and the person who seconded it.
If a vote is held, the result should be recorded. It should also be noted whether the result was made unanimously or by majority vote. Directors have a common law right to have their dissent recorded in the minutes.
If a decision results in an action point, this should be marked clearly in the minutes, identifying the person or body responsible for the action where relevant. These actions can then be referred to at the next meeting.
The minutes should be transcribed as soon as possible after the meeting, in a concise, impartial and factual manner. Once drafted, they should be sent to the chairperson for approval in principle. On the consent of the chairperson, the draft minutes should be issued to the other attendees.
If an attendee objects to the wording or contents of the meeting and this objection receives general support, a second draft of the minutes should be produced. The final version should be formally approved at the next meeting and, in the case of Board Meetings, signed by the chairperson. Signed, approved minutes under section 249 of the Charities Act 2006 gives them status as evidence of the proceedings. Minutes generally cannot be altered once they have been signed and agreed. Minutes are generally kept in a minute book, which is kept safe and secure.