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What minutes are, and why they matterLesson 4 of 28

Academy/Minutes & Official Records

What minutes should not contain

The short list of things your secretary should never write down, and why leaving them out is the rule, not a shortcut.

Minutes should never contain a summary of discussion, arguments for or against a motion, or a record of who said what. They record only what the board did: the motion's wording, who made it, and whether it passed or failed. Under Robert's Rules, summarizing debate is not just unnecessary, it is improper.

01

Minutes record actions, not conversations

Robert's Rules of Order Newly Revised is the parliamentary authority most associations adopt by reference in their bylaws, and it draws a firm line: minutes exist to show what a body did, not what its members said. A secretary who tries to capture the back and forth of a discussion is doing something the rulebook does not ask for, and something it actively warns against.

"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

02

Summarizing the debate is wrong, not just skippable

It is tempting to think a short recap of the discussion is harmless, even helpful. It is not. If a resident later reads that "the board discussed landscaping vendor options at length," that sentence invites argument about who said what and why, and it adds nothing a challenger couldn't already ask for by requesting the recording or the agenda. The correct minute is shorter: the motion, who made it, and the result.

"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

03

Leave out the vote tally, unless your rules called for one

An ordinary vote is recorded as a result, not a count. "The motion was adopted" is enough. A specific tally, or the names of who voted which way, belongs in the minutes only when a count, a ballot vote, or a roll call vote was actually taken.

"The motion was adopted."

Source: Recording votes in meeting minutes, Jurassic Parliament

Whether your bylaws or governing documents require a recorded count for specific decisions, such as a special assessment, is worth checking before you assume a plain result is enough. See Recording votes for the full rule.

04

Keep personal conflict details out of the play by play

Directors have a responsibility to disclose a conflict of interest to the rest of the board so the board can decide whether that person can act fairly. What that looks like in the minutes is not something this evidence base can spell out with a formula, and you should not invent one. The exact wording for logging a disclosure or a recusal depends on your association's conflict of interest policy and your state's nonprofit corporation statute, so check both before you write a standard phrase into your template.

See Recording recusals for what a contemporaneous record needs to accomplish.

Check yourself

Answer before you read the explanation, recalling it is what makes it stick.

During discussion of a landscaping contract, two directors disagree sharply about the vendor. What goes in the minutes?

The board votes to approve the budget by voice vote, and no count is ordered. How should the minutes record the vote?

A director discloses a conflict of interest and does not take part in the vote on a vendor contract. What should the minutes capture?

Sources

Minutes & Official Records

Want the flip side? Read What minutes should contain next.

Whether your rules require a recorded vote count for a given decision, and how your board documents a director's recusal, depends on your parliamentary authority, your bylaws, and your conflict of interest policy.