A. INTRODUCTION

All associations and charities should record minutes of meetings of directors and members. Our experience has shown that the method and style for recording minutes varies substantially from one organization to another. In this article we provide you with some helpful hints on how to prepare minutes of meetings of directors and of members. These are not rules, but rather flexible guidelines that can help the secretary of any meeting record clear and accurate minutes.

Minutes should reflect the proceedings of a meeting and are considered to be the official record of the meeting. Under the Canada Corporations Act, federal not-for-profit organizations and charities are required to prepare and maintain minutes of all proceedings at meetings of directors, committees of directors and members. The Ontario Corporations Act contains similar requirements. Legislation in other provinces should be consulted to determine whether the requirements are the same.

Normally, an organization’s secretary is responsible for preparing the minutes. Accurate minutes are useful in many ways. They can help clarify future misunderstandings, they can be referred to when implementing a decision taken at a meeting and they provide a written record for evidentiary purposes. The corporate statutes usually provide little detail as to the form and content of minutes.

There are many instances when no minutes are kept. This is clearly inappropriate. On the other hand, sometimes too much detail is included in the minutes. This leads to wasted time discussing the details at future meetings. The details can be taken out of context and used against the organization in court cases.

Corporations are best served when minutes are carefully prepared, often with legal help. They can be evidence that directors considered the appropriate issues and had the proper intentions and motives. This may be helpful evidence in any case in which a director is sued personally. Conflict of interest situations can be disclosed and described.

For critical matters, such as evaluating key employees, potential serious lawsuits, possible mergers or wind-up situations, “in camera” meetings may be helpful. Details of opinions expressed are purposefully not recorded in minutes of “in camera” meetings.

B. FORM AND CONTENT

Minutes should begin by stating the organization’s name and describe the type of meeting being held, e.g., directors meeting. They should also include the following basic items:

(a) the date, time and place of the meeting;

(b) the names of the person chairing the meeting and the secretary;

(c) the names of persons present;

(d) all rulings made by the chair and the nature and result of any objections that are raised;

(e) all motions properly moved, seconded and passed or defeated;

(f) the name of the main speakers during a discussion;

(g) the results of all votes taken;

(h) a list of all important documents presented during the meeting (copies should be attached to the official copy of the minutes if they are important and relevant);

(i) a summary of important and relevant issues raised during the debate of motions (this should not be a verbatim account of speeches or comments);

(j) any important commitments made by staff or any other persons present at the meeting;

(k) a motion to terminate; and

(l) the signatures of the meeting chair and secretary.

C. HELPFUL HINTS

(a) Minutes should be objective. Personal comments and expressions of opinion are to be avoided.

(b) Minutes should record the essential points raised at the meeting. The secretary should use language that helps the reader understand the proceedings and insert the full text of all resolutions. Minutes should be worded in a manner that puts the decisions taken in context. Minutes should be prepared very soon after the meeting.

(c) Events at the meeting should be recorded in the past tense. For example: “It was reported that,” and the past perfect tense for events prior to the meeting. For example: “Mr. Smith indicated that he had completed his report.”

(d) The secretary should not hesitate to ask questions on the meaning of motions, comments or proposals. People may also want to give written copies of proposed motions to the secretary prior to the meeting.

(e) It is not necessary to record the names of people making and seconding motions.

(f) A good way to reference actions taken at a meeting is to relate them to the date of the meeting and the number of the item on the circulated agenda. This enables members who were absent at the meeting to determine whether the agenda was followed and whether any items were inadvertently overlooked.

(g) A change in the agenda during a meeting is something that should also be reflected in the minutes. For example, if it was decided to deal with item 5 after item 6, and to defer item 4 until the next meeting, the chronological order of the minutes would be: 1, 2, 3, (statement that it was agreed to defer this item 4 to the next meeting), 6, 5, 7, 8.

(h) The minutes should indicate if a person is absent when a meeting begins, but appears later or, alternatively, leaves the meeting in the middle of it. If a person leaves the meeting and a vote is taken, the quorum may be nullified. In order to show the business in which such individual participated, the following note should be included: “At this point, Mr. Smith withdrew from the meeting.”

(i) Copies of the minutes should be circulated to all persons who attended the meeting with the agenda for the following meeting.

(j) The secretary’s objective should be to not have a reader of the minutes who was present at the meeting want any corrections to be made. Minimizing the use of names of people who spoke at a meeting and minimizing details of any debate will help make corrections unnecessary.

(k) While there is no legal obligation to review minutes of a previous meeting, it is a good idea to add this item to the agenda of the next regular meeting. This ensures that those present at the subsequent meeting feel that the minutes accurately reflect what occurred at the previous meeting. The minutes should be reviewed by the persons who actually participated in the meeting.

D. SET A STYLE AND FOLLOW IT

The business requirements regarding minute keeping are set out above. Each organization will have its own style for keeping minutes. The same style should be used in all minutes of the organization. The secretarial function is important.