MSU Extension

Meeting minutes of an organization are a written record of its history. The decisions made by organizations documented in those minutes guide future boards, help set precedence and define the culture of the organization. As a professional registered parliamentarian with Michigan State University Extension, I find myself reviewing meeting minutes to give advice to boards on how to improve their meetings.

Minute-taking can be a very personal thing and a common practice is to leave the way in which it is done up to the person doing it. Instead, I advise boards to discuss, as a group, how they would like their minutes taken particularly as it relates to the amount of member discussion that gets recorded. They should adopt a format and style that suits their culture and abides by their governing documents.

Parliamentary authorities and state laws both support limiting the amount of debate that gets recorded in the minutes. According to Roberts Rules of Order, Newly Revised (RONR) “…the minutes should contain mainly a record of what was done at the meeting, not what was said by the members,” The section on minutes in Michigan’s Open Meetings Act (a law all by which government boards must abide) concurs with RONR in regards to recording only actions of the board. MCL 15.269 states that “Each public body shall keep minutes of each meeting showing the date, time, place, members present, members absent, any decisions made at a meeting open to the public, and the purpose or purposes for which a closed session is held (italics added).”

In order to better understand the logic of only recording the actions of a board, it helps to think about what happens when a board reviews the minutes for approval at a subsequent meeting or how they will be interpreted by future boards after clear memory of the issue has faded. When discussion is included in the minutes, it is often the secretary’s interpretation or recollection of what was said. Unless the meetings are transcribed from a recording, comments may be inaccurately recorded and or attributed to the wrong person. When this happens, there is often a great deal of time wasted at the beginning of a meeting in correcting the minutes. In addition, some boards discuss issues without ever making a final decision or without having a motion on the floor to actually vote on. This discussion may be dominated by one side of the issue or the other and could easily be misconstrued at some later date as a decision when in reality no vote or consensus on the issue occurred.

A remedy is to only record the actions made by the board and if an issue has not been settled and warrants further discussion at a later date the minutes should reflect that. (If discussion is recorded around an issue for which there was no final action, the secretary should be careful to indicate that no decision was made. In doing so, when the board approves the minutes at a subsequent meeting, it may remind the group to bring that issue back up again if needed to make a final decision. Likewise, if the person taking the minutes finds themselves recording lots of discussion with no clear action item, a nudge to the presiding officer to ask for a motion could greatly improve the productivity of the meeting (but that is a topic for another article).)

According to RONR, another common meeting error that may confuse future boards when reading meeting minutes is the use of the words “adopt” “approve” or “agree to” when referring to board or committee report. Technically, these three words mean exactly the same thing so it is advised to use the word “adopt” when a report is to become the opinion or action of the assembly. A very serious error is to make a motion to adopt a report when in reality the intention of the board is to simply make reference to the fact that it was “received.” When it is recorded in the minutes that a report was adopted, technically it is assumed that all of the contents within that report are the board’s will, when in reality the report may be contrary to the majority of the members’ wishes, or contain information that is not factual. There is no need to make a motion after a report. Committees should make a habit of providing written reports so that the secretary can file them with the minutes and simply record in the minutes that the report was given and is attached. This is very important especially as it relates to the regular report of the treasurer.

The secretary, typically the keeper of the official record for an organization, has a critical role to play in documenting the life of an organization. However, it is not the responsibility of the secretary to have to invent the content of meetings. I advise organizations to adopt a practice of writing out motions before they debate them (or at least make sure that secretary has written into the record the proper motion before it is voted on) and requiring committees to submit written reports if they are to be in the minutes. These simple practices help tell a more accurate story of the organization to the future.

This is one of several articles on parliamentary procedure and how to conduct more effective organizational meetings. For a complete list of resources go to parliamentary procedure resource.