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.

Promote your parent group! 8 ways to educate your school community

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.

Originally posted in 2002 and updated regularly. Sandra Pfau Englund is an attorney specializing in legal issues for nonprofit organizations.


# amy 2008-05-06 08:32
good article
# Kate Amaral 2011-08-09 18:56
How many years of meeting minutes should be kept for records?
# Wendy Alford 2018-07-24 10:47
As Chairman of an Organisation I signed off draft Minutes of our AGM, which were taken down in shorthand and produced by the Secretary. As Chairman I corrected a few minor errors and passed them on to the new Chairman for distribution to members. When the Minutes were sent out to members some three weeks later they had been re-written inaccurately and decisions changed. I have objected to this and asked for the re-written Minutes to be withdrawn. This request has been refused. Are they allowed to do this? Are there such things as unlawful Minutes?

Are the re-produced
# Sandi Verhaegen 2018-07-26 18:36
This is Sandi from PTO Today. I wanted to address your questions as I think they are important. Your organization’s bylaws should address how minutes are written and recorded. Officers of the Board are bound by those bylaws. If this is not addressed in the bylaws the next resource we would point you to is Robert’s Rules of Order. This will provide a detailed best practice.
We would suggest that you attend the next meeting and object to the motion to approve the minutes from the previous meeting. Even the Board refuses to correct the minutes, you will have publicly stated your objection. I would also suggest that you check with your local municipality to see if non-profit groups in your area bound by any ethics or legal expectations.

Add comment

Security code

^ Top