One of the important functions of a not-for-profit organisation's board or committee meetings is to make informed decisions in the interest of the organisation.
The following outlines the best practice of how to take board meeting minutes.
Upfront administrative matters
The following are important to have upfront:
- The name of the organisation
- The date
- The location (or if by video link or phone)
- The participants
- Any apologies
- The duration of the meeting
- That notice of the meeting was given in accordance with the rules or Constitution of the organisation
- Noting any supporting material that the board has reviewed
Legal professional privilege
You need to be aware that if the organisation is ever involved in any litigation, the board / committee minutes may be discoverable (meaning provided to the other side of the dispute and the Court).
Legal advice to the organisation is generally privileged and not required to be disclosed in litigation.
As such legal advice should be minuted in a form which can be redacted if the need ever arises to discover the minutes.
Conflict of interest
At the start of every meeting it is important to ask whether anyone has a conflict of interest in relation to the agenda items and minute the response.
Only full and frank disclosure is acceptable
At first instance it is imperative that board / committee members disclose any potential conflict of interest – this is regardless of whether they personally financially benefit or not.
A member must not participate in the decision making regarding the potential conflict of interest
If there is a conflict of interest (even a perceived one) the member:
- should not be present when the matter is considered by the board / committee.
- should not vote on the matter.
- should not try and influence the outcome of the vote in any way.
The minutes of the meeting should minute the potential conflict of interest and that the member was not present during the discussion and the vote.
Resolutions
All resolutions should be documented in the language used both in the meeting and on the agenda. It should be recorded who proposed and who seconded the resolution and the votes on each resolution including any “no” votes.
Conclusion
Board and committee meeting minutes are an important record of the organisation's decision making function and often become extremely relevant if there is litigation or there are allegations of impropriety on behalf of the board / committee and / or its members.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances. Madgwicks is a member of Meritas, one of the world's largest law firm alliances.
