Board meeting minutes: what to leave out
Minutes record what the board did. Leave out who said what, opinions and side discussions. A before-and-after example, and when more detail helps.
Leave out who said what. Minutes record what the board did: who was there, what was moved, how the vote went, and who agreed to do something afterward. Robert's Rules says the same: minutes cover what the board did and leave out what people said. Minutes that try to capture the conversation are the ones that cause trouble when someone outside the room reads them.
This is general information, not legal advice.
What to leave out
- Who said what during discussion
- Summaries of the debate, including "a lengthy discussion followed"
- Opinions, adjectives and praise, such as "an excellent presentation"
- Remarks about staff or other individuals
- What was said in executive session
- The content of legal advice (note only that counsel advised the board)
- The full text of reports that are already in the packet
What to include
Emily Chan's guide on the Nonprofit Law Blog lists the basics.
- The date and time, and whether it was a regular or special meeting
- Who attended, who was absent, any guests, and whether there was a quorum
- When a director arrived late or left early
- Each action the board took, with the vote
- Abstentions, recusals and votes against
- Action items: who agreed to do what
A before and after
Here is a paragraph that tries to capture the discussion.
Maria presented the Q3 financials and said she was concerned about cash flow. Tom disagreed and felt the spring gala would cover the gap. After a long and sometimes heated discussion, several directors felt the budget should be revisited. Janet thought we were overreacting.
And the same item as minutes.
The treasurer presented the third-quarter financial statements. Motion by M. Alvarez, seconded by J. Okafor, to direct the finance committee to bring a revised budget to the January meeting. Passed 7 to 1, with one abstention.
The second version is shorter and more useful. It says what the board decided, how the vote went, and what happens next. It doesn't put one director's worry or another director's irritation on the permanent record.
When more detail helps
For a major decision, such as setting the executive director's pay, approving a deal with a board member's company, or selling a building, record what the board looked at and which alternatives it considered. Chan's guide recommends this because it shows the board took care.
One or two sentences is enough: "The board reviewed compensation data from three comparable organizations and the committee's recommendation."
Her other advice is to stay consistent. If your minutes are detailed about small things and suddenly thin on a big one, that looks worse than being brief throughout.
Executive session
Record that the board went into executive session, the general topic, and the time it came out. If the board took a vote, record the action. The discussion stays out. If there are details someone needs to keep, such as the terms of a settlement, they go in a separate confidential record.
How soon to write them
Within a few weeks, and before the next meeting. Form 990 asks whether the organization documented its board and committee meetings contemporaneously, which the Nonprofit Law Blog explains as by the next meeting or within 60 days, whichever is later. The IRS encourages this but has said the tax code doesn't require it.
How Karma Compass helps
On the Pro plan, Karma Compass drafts minutes from the secretary's notes. The draft lists who attended and whether there was a quorum, each motion and how the vote went, and the action items with their owners. The draft covers decisions and leaves out the discussion in your notes.
On the Free plan, Compass drafts minutes from the meeting record: attendance, quorum and the agenda.
Either way the secretary edits the draft, and directors can read it as a PDF marked as a draft. Once the board has approved the minutes, the secretary adopts them in Compass, which creates the official PDF.
See how minutes work in Karma Compass, or start from our board meeting minutes template.
Sources
- Frequently asked questions about Robert's Rules: the official Robert's Rules site, question 15, on whether minutes should summarize discussion.
- Board Meeting Minutes, Part I: Emily Chan on the Nonprofit Law Blog. What to include, executive session, detail for major decisions, and the Form 990 question.
- Governance and Related Topics: 501(c)(3) Organizations: the IRS on encouraging contemporaneous minutes without requiring them.
Questions this post answers
Should board minutes include who said what?
No. Minutes record the actions the board took and the votes. Leave out who made which argument during discussion.
Should minutes record how each director voted?
Record the count, and record abstentions, recusals and votes against. Name individual votes for a roll-call vote, or when a director asks for their dissent to be recorded. Some bylaws or state laws require it, so check yours.
How detailed should nonprofit board minutes be?
Brief for routine items. For a major decision, add a sentence or two on what the board reviewed and which alternatives it considered, and keep the level of detail consistent from meeting to meeting.
What goes in the minutes for an executive session?
That the board entered executive session, the general topic, the time it ended, and any action taken. The discussion itself is left out.
Are draft minutes and the secretary's notes part of the record?
The approved minutes are the record. What happens to notes and drafts depends on your document retention policy, so follow it the same way every time. This is general information, not legal advice.
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