Good Governance Guides

Good Governance Guide: No 3.6

Category: Meetings
Subject: Minutes
Source: Chartered Secretaries Canada

The purpose of minutes is to document the official proceedings of a meeting. Once approved, the minutes form the official record of what transpired by way of resolution and items requiring follow-up action. The preparation and maintenance of minutes is a sound practice for all meetings.

Minutes should include the following:

• Nature of the meeting (AGM, Board, Executive Committee, Special Meetings, In-Camera)
• Date, time and place of meeting (or notation that meeting held by teleconference)
• Names of the members present and the name of any guest invited to address a specific topic
• Names and titles of officers present
• Call to order and confirmation or quorum by Chair
• Approval of minutes of the previous meeting
• Business arising out of the minutes not covered in the agenda
• Elections or appointments
• Resolutions transacted, outcome of votes including those dissenting or abstaining and conflicts of interest
• Financial matters considered and the outcome of the discussions
  Reference to reports and other documents considered by the members during their deliberations
  • The nature of information provided to the members by officers and external consultants or experts
• A brief summary of points raised during debate
• Time of termination of the meeting

Minutes can be in short form (a brief synopsis of essential facts and resolutions) or long form employing a narrative style. In either case the author should avoid a verbatim transcription.

Draft Minutes may be circulated to participants and should be circulated to presenters where issues involve resolutions on the expenditure of funds and other material matters.

The four “C’s” of Minute Taking include: correctness, conciseness, clarity and consistency.