The Real Truth about Who Gets to See Meeting MinutesIn the world of parliamentary procedure, there’s a common scenario: A member asks to see copies of past meeting minutes, and the group’s secretary says, “Over my dead body.”

We all know how the request tends to come about in the first place—Mr. Make-Life-Difficult wants to see what happened at every meeting for the last decade so that he can make his “really important” point at the next meeting. Or Ms. Archives-Lover wants to write an exhaustive history of the organization for this year’s anniversary celebration.

To be fair, sometimes requests to see meeting minutes are made by a group of members on one side of an issue simply because they want to see what actions the organization has taken in the past on that topic.

Suffice it to say, though, requests to see past meeting minutes are a classic good mood killer. They make the secretary suspicious, annoyed, or both. And then comes the question: Does Mr. Make-Life-Difficult really get to see the minutes from 1983?

Simple Rule 1: A member of a group has a right to examine the minutes of that group.

Plain and simple, Robert’s Rules says that the secretary of an organization has to (1) keep minutes and (2) make them available to members that ask for them. Yes, this means that if Ms. Archives-Lover wants copies of the minutes from every meeting for the last 26 years, she gets them.

But here’s an important point to remember – she only gets to see minutes for groups of which she is a member. So, if she’s a member of the group at large, she can see those minutes. And if she’s also a member of the board, she can see board meeting minutes.* But if she’s not a member of the Events Planning Committee, she’s out of luck for those particular records.

So you ask, where does this leave the secretary? Buried under piles of minutes from the ’80s? No.

Simple Rule 2: A member has a right to examine minutes at a “reasonable time and place.”

Here’s how this works: Don’t abuse the secretary. Yes, Robert’s Rules says, “Let members examine minutes.” But in the same breath it says you have “the right to examine these reports . . .  at a reasonable time and place.” And oh, by the way, “Don’t annoy the secretary.”

Yep. It actually has a bit that says that. Let’s just call it the “Secretary Support Clause.” If you’re a secretary, here’s a sentence from Robert’s Rules that you just might want to put on a plaque: The “privilege [of examining minutes] must not be abused to the annoyance of the secretary.”

So what’s reasonable? You tell me. Better yet, ask an average, educated person with a little distance from your situation. Most folks have a pretty good gauge on what’s reasonable.

Here’s a couple rules of thumb: Demanding that your request be answered in less than 24 hours is probably not reasonable. And totally ignoring a request in hopes that the member will just move on is also probably not super reasonable. Of course, there’s a world of happy mediums between these extremes.

My advice is to (1) always communicate promptly, honestly, and kindly, and (2) keep the conversation substantive, not personal. Sure, Mr. Make-Life-Difficult may not really need those 1983 minutes as badly as he thinks he does, but odds are that letting him examine them probably won’t do much harm. Who knows, you may learn something you didn’t know that you can pass along to Ms. Archives-Lover. Win-win!

 

* A non-member of the board can see board minutes if the board votes to allow that or if the membership votes that the board must produce and read its minutes to the entire membership.

4 No-Nonsense Reasons to Take Good Minutes - Part 2A previous post provided the first two reasons that accurate minutes are a “must” for all non-profits, including homeowners associations, churches, unions, sororities, and political parties.  Here’s two more pieces of parliamentary procedure guidance to protect you legally and help you proceed efficiently as a group:

Minutes Protect against Baseless Accusation

The latest edition of Robert’s Rules advises that in addition to recording any actions taken, minutes should also, among other things, list the type of meeting (regular, special, etc.); the date, time, and place; and any notice required for specific motions. It is also a best practice to note who was present and that a quorum was present.

You have two options on the “who was present” part of the record: Include names of everyone there, or in large assemblies where a list of individual members attending may not be practical, include a statement that “a quorum was present at the start of the meeting.”

We’re talking prudence here. For members interested in challenging actions that a governing body or organization has taken, quorum and notice are easy targets. Having minutes that are “air tight” on those factors goes a long way toward quieting any accusation that “you didn’t tell us about the meeting” or “you voted on ____ without enough people there.”

As noted in Part 1, well-kept minutes can also assist in IRS or other governmental investigations.  Minutes are key evidence of an organization’s compliance with laws and regulations regarding meetings and governance. Being able to demonstrate that your board, committees, and organization met at regular intervals, with a sufficient number of members present, and took lawful action related to your mission is key to answering inquiries and alleviating compliance concerns.

Minutes Provide a Basis for Future Action

Finally, minutes are an extremely helpful tickler file. What’s happening next for your group? What decisions should be delayed? When do we have a deadline? Minutes aren’t merely a record of how much money the board decided to spend on new iPads for the staff. They’re a reminder of which motions were referred to which committees, and when those committees are slated to report back.

Minutes are also suggestive of topics that the group wasn’t ready to discuss. Hint: Look for motions that were postponed indefinitely, postponed to the next meeting, or tabled. And they’re a roadmap for guiding future discussion. Think: What specific steps can we take at the next meeting on that strategic plan that we put in place six months ago?

In sum, taking minutes might be laborious (and thankless), but doing the job and doing it well will both keep your organization out of trouble and help it move forward efficiently.

See all 4 No-Nonsense Reasons to Take Good Minutes

4 No-Nonsense Reasons to Take Good Minutes - Part 1Taking minutes arguably tops the list of “most thankless jobs,” and those who assume the role often wish they hadn’t been such a willing volunteer. But accurate minutes are a parliamentary procedure “must” for all non-profits – including homeowners associations, churches, unions, sororities, and political parties. Here’s why:

Minutes Are Required by Law

It’s always good to know the law, right? Before you and your group get into trouble, here’s the legal basis for taking minutes.

State Laws – Most (if not all) states require corporations to keep minutes of the proceedings of its members, board of directors, and committees.

Federal Laws – In addition to state laws governing minutes, the IRS is also interested in whether non-profits are documenting their governance decisions. The IRS has devoted a section of Form 990 to “Governing Body and Management,” which, among other questions, asks whether “the organization contemporaneously document[ed] the meetings held or written actions undertaken during the [previous] year by . . . the governing body [and] [e]ach committee with authority to act on behalf of the governing body” (Form 990, Section VI, Question 8).

Documentation can occur by any means permitted under state law but must “explain the action taken, when it was taken, and who made the decision” (Form 990 Instructions at 21).

“[C]ontemporaneous” means “by the date of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting) or (2) 60 days after the date of the meeting or written action” (Form 990 Instructions at 21).

I know what you’re thinking: So, is this really a legal “must” or just a favorite of Robert’s Rules? Admittedly, the IRS does not require non-profits to document their governance decisions (Form 990, Part VI – Governance – Use of Part VI Information). But the agency is up front about its intent to use the information in Form 990 Part VI to “assess noncompliance and the risk of noncompliance with federal tax law of individual organizations” (Form 990, Part VI – Governance – Use of Part VI Information).

The bottom line: Keeping accurate, current minutes is an important part of documenting decisions to demonstrate an organized approach to governance and strategic planning, and to defend against investigations into failed compliance. And the law would love you to write ‘em up ASAP, or at least within 60 days.

Minutes Save Time and Help Prevent Confusion

Let’s face it – meetings can be boring and mind-numbing, i.e., a perfect recipe for distraction and a great excuse to check (and re-check) every app on your phone. Even without long‑winded speeches and endless agenda items, the details of a meeting can be hard to follow if amendments and procedural motions are in play.

The upshot? It’s easy to leave a meeting without a clear understanding of the actions taken. And even if you think you know which motions passed and failed, odds are you won’t be able to recall the precise wording or the details that will most certainly become important when members begin to execute approved plans, or when someone suggests an alternative course several weeks or months later.

Minutes to the Rescue

Minutes fill this memory gap and provide a clear record (i.e., the exact wording) of motions that passed and failed. Well-organized minutes of previous meetings also act as a ready reference down the road when the chair or other members want a quick answer to previous decisions on a specific topic.

Stay tuned…Next week’s post will give you two more reasons that taking accurate minutes is key.

See all 4 No-Nonsense Reasons to Take Good Minutes

How to Take Minutes in 4 Easy StepsIf you’ve been tasked with taking minutes, the parliamentarian says to take heart. Here’s a four-step guide (with a bonus tip) to streamline your job.

Step 1: Start with the Basics

No need to complicate things. Minutes are simply the official record of proceedings. So start with the details that matter most. In the first paragraph state the following:

  • group name
  • type of meeting – regular, special, etc.
  • date and time (and place – if the place isn’t always the same)
  • that the chair and secretary were present (including names or names of substitutes)
  • that a quorum was present
  • that the minutes from the previous meeting were approved “as read” or “as corrected” (only if they actually were, of course)

Step 2: Write What Was Done, Not What Was Said

Minutes are not a transcript of the meeting. Nor are they a catalog of the secretary’s opinions about or commentary on the business transacted. They’re just a record of the actions taken.

Using a separate paragraph for each subject on the agenda, write (or type) out each main motion that the assembly considers. Write the words that the chair uses when she repeats the motion to the entire group. According to parliamentary procedure, the chair’s words – rather than the words that the motion maker uses – are the words that count.

Next, listen for debate, amendments, and procedural motions (e.g., referring a decision to committee). State whether the motion was adopted or defeated, with a note about whether it was amended or debated before the final vote. For example, you might say, “Following debate and amendment, the motion to spend $1,000 on green sidewalk chalk for the school was adopted.” Including general statements about the assembly’s discussion of an idea helps protect the group from accusations that it made a decision too summarily.

If the main motion is amended, and then adopted or defeated, you’ll want to include only the post-amendment, final wording of the motion. Note that any adopted amendment is in the minutes via the final wording of the motion, but . . . there’s no need to record for posterity the intricacies (e.g., whether to spend $750 or $1,000, or whether to buy green or pink chalk) of every amendment.

If the main motion was temporarily set aside via a procedural motion, note that fact and state any amendments that were pending at the time of the procedural vote. For example, the minutes could say, “The motion to purchase new iPads for the staff, with the pending amendment, was referred to the Technology Committee.”

Step 3: Don’t Forget a Few Necessary Details

Other than “the business that was done,” your meeting minutes should include a few extra items.

  • Oral reports of committees. And yes, that means the substance of the entire report. Oral committee reports really shouldn’t happen that often (a topic for a different post), but when they do occur, the minutes should include a transcript of the entire report. Otherwise, there’s no solid record of that committee’s progress and deliberation.
  • Notices of motions. Certain motions require advance notice – either to be adopted by a specific vote threshold or to be made at all. You can’t amend bylaws, for example, or make a motion to rescind an earlier action – without notice. These are the key words here. So, if a member gives notice of intent to make these motions at the next meeting, that notice must be recorded in the minutes as proof that it was properly and timely given.
  • Points of order and appeals. If a member makes a point of order, then record the point, the chair’s ruling, and the reasons for the chair’s ruling – regardless of whether the point is well taken. If a member appeals the decision of the chair on a point of order, record that appeal and the results of the vote on it as well. The chair’s ruling and rationale, together with the results of the appeal, are important persuasive precedent for similar future scenarios.

Step 4: Wrap the Final Version Up Quickly

When the meeting ends, turn your draft minutes into final form, and distribute them to the necessary individuals as quickly as possible. Best practice is to do so as soon as the meeting ends and before you leave the venue. Reviewing your notes, deleting unnecessary information, and correcting any errors is much easier when the meeting’s events are recent memories. Besides, who wants to see “finalize minutes from last meeting” on their to-do list?

Bonus Tip: Turn Your Minutes into an Action Item List

As you turn draft minutes into final form for distribution, consider also making a list of all the motions that the group adopted. Put this list in bullet form, date it, and title it “Action Items from Board Meeting.” The action items list is a simple summary of the decisions that the group made and the motions that it referred to a committee or delayed to a future meeting. Other officers and the board will love having a quick reference guide for future meetings, plus it enables easy follow-up with key groups.

*Laws in various states may require public bodies to keep minutes that differ from the minutes described in this article.