Academy/Minutes & Official Records
What are minutes?
The one-sentence definition every board member should have before their first meeting.
Minutes are the official written record of what a board or membership did at a meeting: the motions made, the votes taken, and the decisions reached. They are not a transcript of what anyone said. Under Robert's Rules of Order, the standard most associations adopt, summarizing discussion in minutes is not just unnecessary, it is improper.
What minutes record
A set of minutes exists to answer one question later: what did the board or the membership actually decide? That means recording each motion as it was worded, and whether it was adopted or lost. It does not mean recording who argued for or against it, or how the conversation went.
"Minutes are a record of what was done at a meeting, not a record of what was said."
Source: Robert's Rules of Order Newly Revised, Frequently Asked Questions, The Robert's Rules Association
What minutes leave out
Say the board spends twenty minutes debating paint colors before voting on an architectural rule. A secretary who tries to capture that back-and-forth is not being thorough, they are doing something Robert's Rules calls out by name as wrong.
"Not only is it not necessary to summarize matters discussed at a meeting in the minutes of that meeting, it is improper to do so."
Source: Robert's Rules of Order Newly Revised, Frequently Asked Questions, The Robert's Rules Association
The fix in that example is simple: record the motion on the architectural rule, its wording, and the result. The color debate that preceded it stays out of the record entirely.
The basic shape of a set of minutes
Whatever the meeting, the same skeleton applies: the kind of meeting held, who presided, and then a body that records each main motion, its exact wording, whether it passed or failed, and the name of the member who made it. The person who seconded it is not named.
One more thing worth knowing before you read further in this course: minutes are not final the moment the secretary types them up. They stay a draft until the group that met reviews and approves them.
"Draft minutes... remain a draft until they have been reviewed and approved by the organization, board or other governing body," and "become an official record only after the board or governing body reviews and approves them at a subsequent meeting."
Source: Draft vs. Approved Minutes: What's the Difference?, MinutesSolutions
The rest of this course walks through what belongs in that record, what to leave out, and what happens after the meeting ends.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
The board debates paint colors for twenty minutes, then votes on an architectural rule. What should the minutes record?
Two directors argue heatedly about vendor selection, but no motion is made. What should happen to that exchange in the minutes?
The secretary types up the meeting and emails it to the board that same night. Are these minutes an official record yet?
Sources
- Robert's Rules of Order Newly Revised, Frequently Asked Questions, The Robert's Rules Association
- Draft vs. Approved Minutes: What's the Difference?, MinutesSolutions
Related elsewhere in the Academy
Minutes & Official Records
Next, see why getting this record right protects your board when a decision gets challenged later.
Which parliamentary authority governs your minutes, and how long your state requires them to be kept and made inspectable, vary by state and by your own governing documents.