by Lee Ellingson

The origin of the word “minutes” is obscure, but it probably comes from Latin and means something small. So, minutes are small notes or a summary of what happened in a meeting. Minutes can be formal or informal. Informal minutes are casual notes taken in a meeting. They typically have no legal status. I suggest you refer to informal minutes as “meeting notes” and reserve the term “meeting minutes” to a structured document recording what occurred during a meeting and filed as an official document. You may find yourself designated as the person responsible for writing meeting minutes for your organization. This document is intended as a guide to get you started.

When and Why Do You Need to Write Meeting Minutes?

Boards of directors for corporations are required to record and file meeting minutes by law. Other organizations may require meeting minutes in their founding documents and bylaws. Still other organizations or businesses initiate projects that need meeting minutes to facilitate a successful conclusion. In this document, a “project” is a business enterprise with a particular goal and due date. The project may be the creation of a computer application or a construction project such as a condominium. Businesses or programs are usually permanent or long-term. For instance, universities have many different programs that require good leadership and management to succeed such as construction management, human resources, and mathematics. They all need meeting minutes taken in their meetings.

Meeting minutes are legal documents. Approved meeting minutes have legal status. They will stand in a court of law if events ever get that far. Courts usually rule that that if topics are not addressed in meeting minutes, they did not happen. There may also be stakeholders or committee members who do not work for you. Stakeholders are people who have a vested interest or “stake” in the program or project. If they do not work for you, meeting minutes may be the only way you have to hold them accountable.

The following recommendations are based on years of experience managing programs and projects. They are only recommendations. You may desire to do some things differently to suit your management style.

All meetings need structure and procedures. Meetings with specific procedural rules are a way of imposing structure. The most widely accepted set of procedures for conducting meetings is Robert’s Rules of Order.

Robert’s Rules of Order

Robert’s Rules of Order were written by U.S. Army officer Henry Martyn Robert and were first published in 1876. They were written to meet the needs of non-legislative organizations. The Rules have been revised many times since. The Rules describe recommended procedures—not legal requirements. According to Wikipedia, the three fundamental Rules are:

• one question at a time
• one person, one vote, and
• voting is limited to members present.

I do not intend to present all the procedures for running a meeting in this document. I recommend that anyone charged with this responsibility should become familiar with the basic rules of parliamentary procedures, sometimes shortened to “The Rules of Order” or just “The Rules.” The importance of adhering to the Rules usually depends on how much money is at stake. It is also important that every committee member feels he or she has a say in the decisions. Following accepted procedures facilitates that. Consistent procedures allow committees to function with some pretense of civility.

Committees

A committee is a group appointed for a specific function. Committees are indispensable for the successful operation of any large organization. Committees allow people to contribute their various talents and optimize success. They also allow stakeholders to believe they have some say in what happens. They provide some form of consensual government. There are different types of committees.

There is the governing committee of an organization that makes the final decisions. There also can be subcommittees of the governing committee. The governing committee requires a record of decisions made in official meetings. Meeting minutes are that record.

Subcommittees may be standing or ad hoc and may or may not require meeting minutes. Standing committees are permanent; ad hoc committees are temporary. “Ad hoc” means for a specific purpose. Three people are an ideal number for subcommittees. You may not have any subcommittees depending on the size and needs of your organization.

This is relevant because there are times when an issue is too complex for the governing committee to solve in one meeting. It may be more efficient to delegate some responsibilities to a subcommittee and charge them to report at the next meeting with a proposed solution. In this document, the committee refers to the governing committee.

Committee members have status and get to vote. Guests or visitors (ex officio) do not get to vote. It is important to obtain the contact information of all committee members and create a distribution list in your email client so you can send notices and documents to all members with a single click. Ask for members’ business cards if you do not already have them. Create a directory and keep it up to date.

Meeting Dates

The frequency of meetings is often determined by official documents such as bylaws. However, many committees get to set their own schedule based on their needs. Avoid meeting too often. People usually consider meetings to be unproductive and will resent too many. If you can, set meeting dates four to six months in advance and use the same day of the week if possible. Tell everyone to put the dates on their calendar. Remind them before a meeting. People forget. It is helpful to include an annual calendar in the meeting handouts when you set the dates.

Templates

Various businesses and organizations provide or sell templates for agenda and meeting minutes. Some large businesses require employees to use company templates for uniformity. It may help you to look at some of these templates. You can find them online. I write my own. It is not that complicated.

Preparing for the Meeting

I like to distribute printed handouts to all committee members, stapled. The handouts include a proposed agenda, proposed minutes from the last meeting, and any supporting material that committee members may need as a reference. Supporting material may be almost anything from contractors’ bids, items to be repaired, a calendar, progress schedule, operating expenses, and so forth. I try to make copies on the day of the meeting or the day before so they will be as current as possible. Some people may think this is an unnecessary expense, but I disagree. Appropriate supporting documents facilitate the meeting.

These documents also can be distributed digitally and will be necessary for members working remotely. If possible, digital distribution of handouts should be as attachments to a single email that includes all relevant meeting information including the meeting agenda.

Agenda

An agenda is a list of items to be discussed in a meeting. You will need to prepare a proposed agenda as soon as you can before the next meeting. Send it to all committee members and ask if they would like to add anything to the agenda. Send it again just before the meeting. At the beginning of the meeting, ask all present if they would like to add anything. After all requests are added, the agenda becomes official. Stick to it.

Typical headings to be included are:

1. Roll call or list of attendees
2. Approval of last meeting minutes
3. Reports of officers
4. Old business
5. New business
6. Next meeting date
7. Adjournment

On rare occasions, stakeholders may need to fly in from other cities to resolve important issues. They need decisions from the committee. In this case, assign time limits to each agenda item and enforce the limits. The out-of-towners probably need to meet a flight home. Otherwise, time limits are not necessary.

People do like to talk. Some levity can help the meeting, but at times, you may need to gently, but firmly, steer the discussion back to the agenda. In formal settings, a motion is needed to approve the agenda. In more informal settings, it is not necessary.

Taking Notes

It is best if the person running the meeting does not have to take notes and write the minutes. However, this is not always practical. If you must do both, I recommend the following: Before the meeting, open the proposed agenda; save it with another name (You can just add a 2 before the title); add blank spaces between the items; print; and use this document to take notes. If you like to take notes on your laptop, you do not need to print. Avoid assigning the responsibility of taking notes and writing minutes to someone who is not capable. Minutes are too important.

Should you record the meeting electronically? If you do, ask all attendees for permission. Everyone needs to know that they are being recorded. I usually do not bother. I do not want to take the time to listen to the meeting all over again. Some applications like Microsoft OneNote will allow you to take notes using your computer while recording the meeting. It will relate your notes to the recording so you can more easily find the recording of what you want to hear. I usually take notes with a pencil on a modified agenda as previously mentioned.

Introductory Information

You must list all the attendees in the minutes. If you see someone you do not know at a meeting, introduce yourself, ask for a business card, ask them to spell their name. If they come in late, stop the meeting and ask. Don’t be shy. This is important. Also, document the starting time, date of the meeting, and location.

Dates

I recommend that you document three different dates:

1. Date of the meeting
2. Date you submit the proposed minutes
3. Date of approval

All too often, minutes list one date. Presumably, it is the date of the meeting, but it is not clear. The date of approval is just as important. It is usually at the next meeting, but make sure you list it and identify it. The date you submit the proposed minutes is not crucial, but I think it is a good idea. If you submit the proposed minutes one day after the meeting, people may assume that the minutes are more accurate than if you had submitted them one month later.

Some people wait until the night before the next meeting to write the minutes. This is a bad habit. Don’t do it. Every night you sleep on it, you may lose a little bit of memory. I always try to write minutes before I go to bed. If this is not practical, I write them the next day. Sometimes my project meetings were in another city, and I had to fly. I joined the airline’s executive club and began to write the minutes while I waited in the airport for the flight home.

Proposed and Approved Minutes

I begin the title of all minutes with “Proposed” or “Approved.” The distinction is important. I begin writing new minutes by opening the proposed minutes and saving the document with the new date. This preserves the format. Then I replace the old information with the new. Make sure you hit the “Save As” button first. After completing the new proposed minutes, I open the original proposed minutes and change the title to “Approved” and add the approval date. I usually put this at the end with the date of submittal.

After completing the new minutes, send to all members of the committee with the following statement: “Please review the proposed minutes and report any errors or omissions.” Committee members should take this responsibility seriously. Once the minutes are approved, they are committed to it. Also, attached the approved minutes from the last meeting for their records. A few days before the next meeting, send a reminder with a proposed agenda and a copy of the proposed minutes from the last meeting. This way, you do not have to waste valuable meeting time waiting for committee members to read the minutes during the meeting.

Writing the Minutes

What should you include and exclude in the minutes? A simple rule is to limit the minutes to decisions made with supporting data. Discretion is needed. If it is important, include it. It is counterproductive to try to document what everyone said. Minutes are not a transcript like in a courtroom. Whoever takes the notes need not be a stenographer. Keep the minutes as brief as possible.

Sometimes it helps to number the meetings. If the project has a completion date, or your business cycle is divided into terms (think school semesters or fiscal years), I recommend numbering the meetings. It makes less sense for standing committees. If the number becomes too large, it defeats the purpose. For a standing committee, identify the meeting by the date. I put the date in the title, so it is easy to see. Begin with the introductory information previously mentioned. Voting on the proposed minutes from the last meeting comes next, then the officers’ reports. Do not confuse the officers’ reports with discussion items. Officers’ reports do not require a decision. Reports present information such as the current bank balance or what has been accomplished in the last month. If committee members begin to debate the reports, refer them to the agenda. Keep the committee on task.

Occasionally, sensitive, or confidential information needs to be discussed. Committee members may be reluctant to talk if they know what they say will be published. An executive session is the solution. Government organizations and corporations have specific laws that govern their actions. If this pertains to you, ask for counsel and follow the law. Executive sessions should be rare, but they can be useful. Appropriate topics may be employee performance evaluations, compensation, and contracts. A motion is required to go into executive session. All visitors are requested to leave the room. Discussions in executive sessions are NOT included in the minutes. That is the point. It is best to limit the session to discussion only. Come out of executive session before taking any actions.

Use the agenda and your notes to document the discussion items. Each item should be a separate paragraph. I like to use a short descriptor in the first line. I make this bold type. This makes it easier for readers to find what they are looking for. Use single spacing so the minutes do not require many pages.

All decisions, especially those involving money, need a motion, a second, and a majority vote. All this needs to be recorded. There are various ways to do this. For instance:

John McGillicuddy moved to contract with Smith Roofing to replace the shingles on unit 35 for $4500; Melissa Turner seconded the motion; the motion passed 6-2-1.

A motion passed to pay Smith Roofing $4500 to replace the shingles on unit 35 (McGillicuddy, Turner, 6-2-1).

The shorthand, 6-2-1, denotes that six members voted to approve; two members voted not to approve; and one member abstained. The chair should always ask for all three types of votes. Verify that all votes are counted. I have never worked for an organization that required identifying how each person voted. It is best to keep votes anonymous.

We Is Nobody

My last heading in the minutes is “Action Items.” This is a list of tasks that members need to do. It is a “To-Do” list. Review the minutes you have typed so far and identify all actions that need to be completed. I always start with a person’s name. Unless someone volunteers to be responsible (and accountable) for completing that task, it will not be done. Trust me. Even then, it may not be completed, but you will know who to challenge at the next meeting. If I am numbering the meetings, I include that in the action item numbers. If this is the tenth meeting, the action items will be numbered 10.1, 10.2, 10.3, etc. This highlights negligence and sloth. For instance, if this is the tenth meeting, and there are action items numbered 4.2 and 5.6, it is obvious to everyone who is not doing their job. Do not delete an action item until it is completed satisfactorily. It is implied that the due date for action items is the next meeting. If not, specify the due date. Be very explicit about what is to be done.

Closing Information

I end the minutes with the following:

• Time of adjournment (It is easy to forget to document this. If it is on your note taking template, you will be less likely to forget. If you do forget, guess as best you can.)
• Next meeting date (Include the time and location if they are different than the usual.)
• Date the minutes were submitted
• Date the minutes were approved (This will have to wait for a vote.)

Wrapping It Up

Try to limit meetings to an hour and a half. Shorter is better. After that time, people will begin to leave. Try to close with a positive attitude.

As previously mentioned, write the proposed minutes as soon as possible after the meeting. After you have completed the proposed minutes, send the document to the committee via email. Ask them to respond if they find any errors or omissions. Also, attach the approved minutes from the last meeting for their records. I usually keep current minutes and agenda on my computer desktop until I am through with them. I save the last agenda as a new file with the date for the next meeting. I keep that on my desktop and add items as I think of them or as members request. After I have written and distributed the minutes, I drag to appropriate folders for long-term storage.

If this is your first time to write minutes, don’t worry. You will get the hang of it in no time.