What are board meeting minutes?

Board meeting minutes are an objective record of what took place during a board meeting. The minutes are typically used for internal purposes like record-keeping and for posterity. Minutes can serve to inform future meetings and recall what was discussed, agreed upon or dismissed by a company’s board members.

Occasionally, external organizations might make a formal legal request for a board’s meeting minutes for court cases, audits or other investigations. It’s important to note that board meeting minutes can be considered official documents of a company and must be created according to certain rules and regulations, which vary from state to state.

Related: How to Manage Effective Meetings

What’s the purpose of taking board meeting minutes?

Comprehensive board meeting minutes serve as a record of the board’s ideas, agreements and actions. Depending on the size of your organization, the locations of the board members and other factors, not every invited attendee may be present at the meeting.

Following the meeting, the minutes are distributed to stakeholders, allowing those who weren’t present to stay abreast of the board’s discussions and actions.

Board meeting minutes can also be used to solve conflicts between your board members, or they may be referenced for clarity when board members disagree on or can’t remember a course of action decided in a past meeting.

What should board meetings’ minutes include?

The specifics of an organization’s board meeting minutes can vary depending on factors like the frequency of board meetings, the industry and the type of company (i.e., for-profit vs. nonprofit).

A typical meeting minutes document includes the following:

• Date and time: Include the date of the meeting and the time it started and ended.
• Type of meeting: Note whether the board meeting was a regularly scheduled meeting or a meeting that was called for a specific reason.
• Formal notice: Mention if the organization provided formal notice of the meeting to the directors or if there was a waiver of notice. This document is issued when there’s an emergency and thus not enough time to put out a formal board notice that a meeting is to take place.
• Attendees and absences: Make a note of the attending and absent directors.
• Guests: List any guests present at the meeting.
• Quorum: Note if there’s a quorum present.
• Departures and entries: Keep track of when people leave and reenter the room.
• Reports: List key points from any reports provided.
• Resolutions: Note any resolutions agreed upon, as well as dissenting votes.
• Actions: List agreed-upon actions and dissenting votes.

Template for board meeting minutes

You can use this template for your next board meeting. Adjust it as needed to reflect your organization:

[Company or organization’s name]
[Meeting name]
[Date of meeting]
[Time of meeting]
[Location of meeting]

ATTENDANCE

• [Names of attendees]
• [Names of absent members]
• [Names of guests]
• There [was or was not] a quorum present

NOTICE

Notice [was or was not] provided. A waiver of notice [is or is not] included.

ORDERS OF BUSINESS

Unfinished business

• [Names of those reporting]
• [Names of those dissenting]
• [Voting results]
• [Key points from reporting, dissenting and voting]

New business

• [Reports from CEO or executive director]
• [Reports from the finance department]
• [Reports from committees]
• [Other reports as needed]
• [Key points, dissensions etc.]

Action steps

• [Key players]
• [Specific tasks]
• [Time frames]

CLOSING

• We will hold the next board meeting on [date and time]
• The meeting ended at [time].
• [Signatures of minute taker and board president]

Board Meeting Minutes Template for PDF & Word

Download these board meeting minutes templates to help you hold more effective meetings.

*Indeed provides these examples as a courtesy to users of this site. Please note that we’re not your HR or legal adviser, and none of these documents reflect current labor or employment regulations.

Tips for board meeting minutes

To ensure your board meeting minutes are as useful as possible, follow these tips:

• Understand requirements. Board meeting minutes are considered legal documents in most states. Review the rules governing board meeting minutes in your state to ensure you’re in compliance.
• Plan ahead. Refer to the meeting agenda to create an outline of what will be covered. The agenda is typically sent out ahead of the meeting.
• Include meeting details. Include basics about the meeting, such as the name of the organization, the type of meeting, the directors in attendance and the date and time.
• Highlight key points. Make a note of key points during discussions. Use bullet points or an outline to capture important decisions, ideas and disagreements.
• Record meetings. The taker of the minutes may want to make an audio recording to help structure the minutes after the board meeting. This ensures that the minutes are comprehensive and can resolve any discrepancies. Be sure to notify participants that the meeting is being recorded.

Frequently asked questions about board meeting minutes

Who can take minutes at a board meeting?

In most instances, the board secretary will take, compile and distribute board meeting minutes. An organization’s bylaws should provide an outline of every position’s duties, including whose role it is to serve as board secretary. Often, the board secretary is the company’s CEO, CFO, chairperson of the board or one of the organization’s lawyers. Some organizations’ bylaws also specify who takes the minutes if the secretary is unavailable or absent.

What shouldn’t be included in the board meeting minutes?

The goal of board minutes is to serve as a neutral record and should read as a dispassionate accounting of what took place. It should be as objective as possible and not contain colorful or inflammatory language, and it shouldn’t include side conversations or digressions that took place. Avoid using emotional or judgmental phrasing or including personal disagreements or unhelpful comments in the meeting notes. You also don’t need to make a note of every single piece of input. The minutes should be as concise as possible, reflecting key points rather than being a running transcript or verbatim discussion.

If specific documents are referred to during the board meeting, attach copies of those documents to the minutes rather than summarizing them within the notes.

How quickly should I distribute board meeting minutes?

Board meeting minutes should be distributed in a timely manner. Some secretaries share the minutes immediately following the meeting, while others prefer to do a bit of editing, cleaning and proofreading before sending out the board meeting minutes. Generally, most organizations strive to have board meeting minutes sent to all stakeholders within 24 to 48 hours of the meeting.

Do board meeting minutes need to be approved by the board?

At the beginning of a board meeting, the previous meeting’s minutes must be approved before they’re considered official. Also, at the start of the meeting, the previous meeting’s minutes can be read aloud if deemed necessary. If no board members request corrections or amendments, the previous meeting’s minutes are approved and signed by the chairperson, and the current board meeting can proceed.

When corrections or amendments to the previous meeting’s minutes occur, the chairperson can call for a vote to adopt the change. Once the matter is resolved and signed off by the chairperson, the current meeting can proceed.

Is my company legally required to keep board meeting minutes?

There are few federal regulations regarding meeting minutes, but most states have their own legal requirements governing record-keeping for board meetings and whether those records need to be filed with the state. The rules are different for every state, and within each state, they may vary depending on the type of corporation and whether it’s for-profit or nonprofit. Consult your legal counsel to make sure your organization is in compliance with regulations concerning board meeting records.