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Minutes are a legal document and an important record of your decisions. Guidelines on when to take minutes and what to record.

by Craig Bystrynski


Taking minutes is a key role at any meeting. But it’s often a function that’s taken for granted. Anyone can take notes, right? Actually, meeting minutes play a key legal function, and it’s important to take them correctly. Here are some notable dos and don’ts when it comes to taking minutes.

Do keep minutes at all general meetings and board meetings. If your group is incorporated, this is one way to maintain the legal protection the corporate shield gives to your officers.

Do keep minutes at any meeting where people vote. At committee meetings where there is no voting, you might choose to keep minutes for your records. But minutes are not required for legal purposes.

Do list where the meeting takes place, along with the time and date it starts.

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Do list the number of attendees (approximate if the group is large) and whether a quorum is present.

Do format your notes to follow the agenda. If you don’t normally create an agenda, you should. It makes the meeting more orderly, lets attendees know what to expect at the meeting, and makes taking minutes significantly easier.

Do record all motions and the outcome of votes.

Do be concise. It’s not necessary to go on at length in the minutes. Just record specific motions and votes, and key business.

Don’t list the names of people who make and second motions. You might put individuals on the spot in case of a lawsuit. (And yes, it does happen.)

Don’t detail the debate over an issue. In your formal notes, you just need the facts. Minutes should record what is done at meetings, not what is said.

Don’t list the vote count. Outcome is enough.

Don’t be shy about asking for clarification during the meeting to get a point straight in your notes.

Don’t wait to type up the minutes from your notes. Do it the same day or the next day, while you still remember what occurred.

As on all matters of meeting procedure, Robert’s Rules of Order offers information on taking proper minutes. A good reference that’s easier to follow than simply reading Robert’s Rules is Webster’s New World Robert’s Rules of Order, Simplified and Applied.

Originally posted in 2005 and updated regularly.


# Angela 2008-11-03 18:48
Maybe you could add a "DO" to type the notes as the meeting occurs versus slowly handwriting them to transcribe later. This will help to ensure you don't forget important facts and can greatly help you to become more efficient with your time.
# Stan 2012-07-31 14:21
How do you reconcile your guidance not to record the names of people making motions with Robert's Rules of Order, which say, "The body of the minutes should contain ... in the case of all important motions, the name of the mover ..."? And can you provide citations for a *successful* lawsuit over a motion made in any deliberative body?
# Craig Bystrynski 2012-08-03 02:16
MIDad -- That advice comes from an attorney who specializes in nonprofits, works with lots of PTOs, and has been a PTO president. It's certainly cautious advice, and the odds are low -- but not zero -- that someone who made a motion would be included in a lawsuit against the PTO. You ask about successful lawsuits, but defending against a lawsuit is expensive whether or not the lawsuit is successful.

On the other hand, from my point of view, there's little value in including the name of the person who made the motion in the minutes. I've never heard of a PTO member running for office based on the motions they sponsored, for example. But, as you note, all of this is just advice. It's up to each group to decide what's best for them.
# Lucy Redding 2018-05-11 15:23
? ARE THE Annual meeting minutes from the previous annual meeting are to be read and voted on at the next ANNUAL Meeting, ? correct? ( and the most recent annual meeting minutes are NOT to be voted on at the Next regular board meeting ,?)

Where does RR of Order state that> Thank you.
# Lani @ PTO Today 2018-05-14 16:24
Hi, Lucy -- that's a great question! Waiting a whole year is a bit too long for minutes review to be meaningful. If you could even get the same people to attend, would they be able to remember the previous year's proceedings well enough to feel confident about approving the minutes?

Robert's Rules does have a procedure for this type of situation -- it states that if there's a long gap between meetings (more than 3 months), you can:

a) read back the minutes at the end of that very same meeting, and then correct/approve them before officially adjourning the meeting; or

b) authorize a special committee (or simply the executive board members) to meet separately to correct and approve the minutes shortly after the annual meeting.

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