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Committees Leadership Meetings/Robert's Rules Secretary

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Meeting Minutes: Just the Facts

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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