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Most boards don't have a minutes problem until they need them. Then they find twelve pages of who said what, or three lines that record nothing at all.
Minutes are the board's legal memory. They show what the board resolved and who is responsible for acting on it. When a decision is challenged, when a regulator asks questions, or when a new director wants to understand why the organisation went down a particular path, the minutes are what people turn to. If they are poorly kept, the board has no defensible record of its decisions.
This matters even more in our sector. Most association and not-for-profit boards are made up entirely of volunteers, yet their directors carry the same legal duties and liabilities as directors of a for-profit board. Being unpaid does not reduce that responsibility. Properly taken minutes are one of the main ways a volunteer board shows it has met its legal obligations.
Yet minute-taking is still treated as an administrative chore handed to whoever is free. That approach puts the board at risk.
Delegating the minute-taking
The board, through the chair and the secretary, is responsible for making sure minutes are taken, approved and kept secure. In most associations the secretary carries that load alongside a long list of other compliance duties.
That responsibility does not mean the secretary has to take the notes. A secretary trying to scribe every item cannot also take a full part in the board's strategic discussions, and that is rarely the best use of their time. The taking of minutes can be delegated to a minute secretary, an administration officer or an experienced external minute taker.
If you delegate, the board should:
Record it. Note in the minutes who is taking them at each meeting.
Confirm confidentiality. The minute taker does not need to be a director, but they must understand that everything discussed stays in the room.
Keep ownership. The secretary reviews the draft before it goes to the board. The chair and secretary sign the confirmed minutes, and once signed they are not changed.
The board should always know who is taking the minutes, and the secretary remains accountable for them.
This is why Association Executive Services separates the two roles. We provide both the Board Secretary function and the Board Administration function. Our Board Administrator is a skilled, professional minute taker who attends the meeting, takes the minutes and turns them into clear, professional minutes for the secretary to review. The secretary stays focused on compliance and on contributing to the board's discussion.
Minutes are a reflection, not a book
Minutes record outcomes. They reflect what the board resolved, in as few words as that takes.
The most common mistake I see is minutes that try to capture the whole conversation. Who said what, who disagreed, the side discussion about the venue. That detail adds pages, slows approval and creates risk. A frank comment recorded against a director's name can be read very differently by a member, a court or a journalist five years later.
Good minutes record:
- The date, time and who attended, sent apologies or declared a conflict
- Each resolution, worded exactly as passed
- Who is responsible for acting on each resolution, and by when
Discussion, debate and individual views stay out. You do not need a mover and seconder either. Record the resolution.
A useful test: could a new director read these minutes in ten minutes and see exactly what the board resolved? If they have to wade through discussion to find it, the minutes are doing the wrong job.
Board minutes are also confidential to the board. In one association I worked with, the board minutes were posted on the association's website. That alone was inappropriate. More concerning, the minutes included decisions about particular suppliers, with copies of their proposals attached. That material was highly commercial in confidence, and publishing it exposed the association to the risk of legal action from those suppliers.
Can AI take the minutes?
Record the meeting, let an AI tool transcribe it and produce a summary. It can help, but it also brings new problems.
AI is good at turning a recording into text and pulling out a first list of actions. Used that way, it can save the minute taker hours.
Where it falls down is judgement. An AI tool does not know which comments were thinking out loud and which were the board's position. It does not know that the discussion in item 6 was commercial in confidence, or that the resolution in item 9 was amended twice before it was passed. It tends to produce what good minutes avoid: a long account of who said what.
There is also the question of the recording itself. If you record board meetings, the board should agree to it, everyone present should know, and the board needs a rule about how long the recording is kept and when it is destroyed. A recording kept indefinitely is a far more detailed record than your minutes, and it can be sought in a dispute.
AI can help with a first draft, but the minute taker who was in the room decides what the minutes say.
Be careful where you paste
A bigger concern is where the board's information ends up.
When someone pastes draft minutes or a meeting transcript into an AI tool, that content leaves the association and is processed and often stored in the cloud. Depending on the tool, the account type and its settings, it may be retained, reviewed or used to improve the product. Free and personal accounts are usually the weakest on these points.
Board minutes often contain the material you least want outside the room: staff matters, legal advice, member complaints, supplier negotiations, financial pressures. Posting that material on a website is an obvious breach. Pasting it into an unvetted AI tool carries the same risk, with less visibility of where the information goes.
Before anyone uses AI on board material, the board should settle:
Which tools are approved, and whether they are business or enterprise accounts with clear terms on data retention and training.
What can go in. Many boards decide that confidential and in-camera items never go into an AI tool.
Who can use them. A delegated minute taker using their own personal account is the most common gap.
Your privacy obligations. Minutes that include personal information about members or staff bring privacy law into play.
Until the board has agreed these points, board material should not go into any AI tool.
Checklist for your next board meeting
Before your next meeting, check that:
Minutes outlast the board that wrote them. Current and future boards will rely on them to know what was decided. Keep them brief, accurate and secure.
About the author
Nick Koerbin is the Executive Director of Association Executive Services, a role he has held for 16 years. He has more than 30 years' experience in the association and not-for-profit sector, including roles as a Board Director and CEO. Nick is an author and presenter on all aspects of association management and managing change in associations, and works with boards and CEOs across Australia and New Zealand on governance, board practice and compliance.
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