Form with which the board of directors of a corporation records the contents of its first meeting.
Form with which the board of directors of a corporation records the contents of its first meeting.
What information do board meeting minutes contain? Meeting date, time and location. Type of meeting. Names and titles of attendees and guests. Any absent board directors. Quorum. Notes about directors who left early or re-entered the meeting. Board approvals, resolutions and acceptance of reports. Overview of discussions.
Robert's Rules (Section -16) state that “the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.” Minutes are not transcripts of meetings; rather, the document contains a record of actions taken by the body, organized by the meeting's order of business (agenda).
Board meeting minutes serve as a record for actions and resolutions. One of the most important tasks for minute taking is to make it clear what assignments, delegations, and deadlines have come out of the meeting to hold board members accountable.
In most cases, the meeting secretary will sign the approved copy of the minutes, while some boards require all present board members to sign the approved minutes.
The basic features of meeting minutes are the date, time, location and attendees, followed by a record of the board's actions, including brief descriptions of any presentations or topics discussed, specific resolutions adopted, and finally, general resolutions.
Minutes often serve to remind people what decisions were made and what next steps management should take. Perhaps more importantly, minutes serve as a shield against liability for the directors. Corporate directors owe a duty of care to their shareholders (see Everyone on Board?