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Committees Meetings/Robert's Rules Secretary

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Meeting Minutes: Just the Facts

Keeping complete and accurate minutes is an important legal obligation. Here's why certain types of information should—or shouldn't—be included.

by Sandra Pfau Englund

What do the minutes of your meetings say about your parent group? If your group is like many, they probably say too much.

Minutes serve as the official record of the actions that occurred at a meeting. Often, members want to make minutes as complete as possible to serve as a historical record. But including too much detail is unwise from a legal perspective.

Minutes should be kept at all board meetings and general meetings. If your group is incorporated, keeping minutes demonstrates that the group is functioning as a corporation. It’s also one way you maintain the protection from individual liability for your officers that incorporation provides. For organizational purposes, you might want to keep minutes at committee meetings, as well. As a general rule, keep minutes at any type of meeting where people vote.

Minutes should include four basic types of information:

  • Time, date, and location of the meeting.
  • The fact that proper prior notice of the meeting was given or that notice was waived by those attending the meeting.
  • Who was in attendance (names of board members or the approximate number of people attending) and whether a quorum was present.
  • The official actions taken by the meeting participants (motions made and approved or defeated).

Not required to be included in minutes are:

  • Names of those who make and second motions.
  • The vote (number voting for and against) for each motion.
  • Detail of the debate that occurred regarding each motion.

Why So Hush-Hush?

Meeting minutes serve as legal documents that may be examined when an organization is being investigated or sued. Therefore, it is important to keep accurate meeting records but not to include unnecessary information that could prove harmful in the future.

Including the names of those who make and second motions can help potential plaintiffs find “friends” and “foes.” Providing vote counts in the minutes makes public how divided the group was and are unnecessary. Only that a motion passed or failed is needed. (However, meeting participants may request that their negative votes be recorded in the minutes.)

Because debates infrequently reflect a balanced view or consensus of the members–either the minority or majority view is argued more strongly–including debates in the minutes might create a skewed historical record. In addition, including debate detail could create a public appearance of divisiveness when a united public front is more desirable.

Say, for instance, your group decides to sponsor a fall carnival. You debate in detail the activities to be included at the carnival and their safety. Unfortunately, a child is hurt on the moon bounce. The parents sue the PTO, saying the organization knew or should have known the dangers. If your meeting minutes catalog the safety debate, that could work against you.

To make the minutes easier to draft and use, it’s a good idea to have them follow the agenda. For each item on the agenda, there should be a corresponding item in the minutes. In this way, the supporting reports and documents may be attached to and kept as part of the agenda. Someone reviewing the minutes later can then easily reference the agenda and attachments.

Sandra Pfau Englund is an attorney specializing in legal issues for nonprofit organizations.

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  1. Posted by - Barbara Diemler on Jun. 16, 2014

    At a recent meeting, a member reported that a relative had received a scholarship through the organization. She stated an amount that was way over the actual amount.received. At the next meeting, I was instructed to correct the minutes with the correct amount. I somehow feel that this is incorrect. She DID give an amount at the meeting in front of everyone. Aren't minutes supposed to reflect what is actually happening, and not amended later because someone made an incorrect statement? Wouldn't it be better if she had just stated she was mistaken at the next meeting, and that could be entered into the current minutes? Also, if an "important guest" is not mentioned as being recognized at the meeting, should the minutes be amended to record that she was recognized and present, even if she was overlooked at the actual meeting?
  2. avatar

    Posted by Craig on May. 23, 2014

    Robert -- Some groups record who made a motion and some don't. It's not really important to the business being conducted -- you really just need to know what the motion was and what the outcome was. If you do record who made the motion, I'd say it's more for historical purposes than anything else.
  3. Posted by - Robert Picard on May. 22, 2014

    Is it necessary to not who made motions at meetings.
  4. Posted by - Kate Amaral on Aug. 09, 2011

    How many years of meeting minutes should be kept for records?
  5. Posted by - amy on May. 06, 2008

    good article

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