Friday, September 27, 2013

A Few Moments on Minutes

Minutes are the unsung heroes of board meetings.  Their approval is a ministerial task in the warm-up phase of the board meeting, or they are relegated to the consent agenda. Their creation is a tedious task assigned to the least sought after officer position (well, maybe treasurer is less sought after), or a staff member.

The importance of the minutes is staggering. When duly prepared and approved, they become the historical fact of the organization's history. A controversial motion passes or it doesn't; the relative strength or volume of arguments don't matter.  "Just the facts, Ma'am."

Minutes also provide a pretty handy tool for a deliberative body to test its efficiency. If large amounts of time are being spent on matters that are not the subject of motions, the Board's time is being spent on non-deliberative matters. There is nothing wrong with informational presentations or providing advice and feedback, but the Board should drive drive to spend its time on decision-making and policy setting, and much of the rest can be accomplished outside of a formal board meeting.

What does a good set of minutes look like? While some organizations have a tradition of long, elaborate narrative minutes, the best minutes resemble a box score more than the play-by-play announcer. Motions should be prominently displayed, and action items clearly noted. There's no need to record who said what or why, and if you do, the record should be factual and mockingly terse. That long-winded board member's soliloquy can be recorded as "Mr. Jones spoke in favor of the motion." Wild Apricot has a few good sources of templates here.

The minutes of a board meeting should be prepared and shared within 48 hours of the meeting. Many, perhaps even most, organizations do not distribute the minutes until days before the next board meeting, and include them in the meeting packet. This is a terrible practice, since the board members cannot remember what was said or decided, and any notes they may have had have probably been lost.  In today's era of easy electronic communication, those minutes should be available when memories are fresh and accurate.  No excuses - if you don't require yourself to do them right away, they won't gain urgency until the last possible moment.

The journey's not complete until the last steps are taken.  The minutes MUST be printed out, and signed by the secretary.  Under most states' laws, that provides the presumptive evidence of what action a board has taken.  Save them in a book and keep them out of harm's way, just like that strategic plan you produced and put on a shelf!

Obligatory Tangentially Related Joke: Moses and the Jews are fleeing Egypt, and they get to the Red Sea.  Like any Nonprofit Leader facing stress, he calls a meeting.  He looks to the chair of the Army committee.  "Normally, I'd recommend that we build a pontoon bridge to carry us across," said the Army committee chair, "but there's not enough time - the Egyptians are too close."  He looks to the Navy Committee Chair. "Normally, I'd recommend that we build barges to carry us across," said the Navy Committee Chair, "but time is too short." "Does anyone have a solution?" asks Moses. The PR Chair raises his hand. "You!" said Moses, "You have a solution?" "No," said the PR Chair, "but I can promise you this: If you can find a way out of this one, I can get you two or three full pages in the Bible..."

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