Three reminders for effective board minutes

I just attended a refresher training on board minutes and wanted to share a few of the take-away I found most relevant.

  1. The minute should have enough details to reflect the level of analysis, discussion and thoughts that lead to a decision. In that spirit, noting the start and end time of meetings can help demonstrate enough time was allocated to make insightful decisions.

  2. It is good practice to keep a table of minutes’ follow-up items, including what, who and when. It is however recommended to not include this table in the board minutes. This table is a working tool and having it inside the minutes makes it admissible for litigation purposes.

  3. If you circulate a resolution via email for signature in lieu of a meeting, all directors have to sign, as opposed to only the directors present at a meeting. It is acceptable to keep a photo or scan of the signature page as proof of signature.