Association Executive Services

A Matter of Minutes?

Monday, July 24, 2017


Minutes of association board meetings and formal members meetings such as those taken at the AGM are an important part of the governance requirements of all associations. They record the outcomes of the decisions of board meetings, AGMs and special membership meetings. Minutes are very important, are legal records and could be presented as evidence as part of legal proceedings. The Constitution is the first place of reference when it comes to rules that must be complied with regarding the management of the minutes.


Who should take the board minutes?
It is the responsibility of the board through the chairman and secretary to ensure the minutes of board meetings are recorded and secured. The board may delegate the responsibility of the actual taking of the minutes, but it is important that, at the board meeting, it is recorded who is taking the minutes. The note taker does not have to be a board member, so it is important it is made clear to the minute taker that   all information discussed is confidential to the board.


What should be in the minutes?
The main purpose of the taking of minutes is to record the resolutions of the board. All board decisions or outcomes of decisions of the board are resolutions and should be recorded in the minutes. It is not necessary to record who said what or what anyone else thought about the subject. Quite frankly, it is a waste of time. At the same time, you do not have to have a proposer or seconder - only record the resolution, unless it is specified otherwise in your constitution.
The minutes must be signed by the president and secretary as the correct record of the outcomes of the meeting. The minutes cannot be changed after the president and secretary have signed them.


Who should get the minutes? 
There are different levels of distribution of minutes. For board meetings, the minutes are generally for the board directors only. I have seen minutes of board meetings which include details of commercial in confidence discussions which are made available to the general public. The disclosure of these discussions are not necessary and could place the association at risk from litigation from suppliers and other entities.

For AGMs or Ordinary member meetings, the minutes must be made available to members. In most cases those minutes are on the members only website and should not, in general terms, be available to the general public.

Do minutes have an expiry date? 
The answer is no. They remain as part of the association and must be kept on record for ever, while the association is still active. Often members may question certain policies of the board and if the policy is not described in the Constitution then it may have been made by a previous board.

A trip to the archived minutes will confirm or not if the board policy or decision is legitimate.

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This article is based on personal experience and is not professional advice.