Keep Your Board Minutes Brief

Who Observes Your Reserves Associations Now March/April 2015 By: Mark Athitakis

When it comes to documenting your board meetings, less is more. Here's what does—and doesn't—belong in your board minutes.

Once during his tenure as executive director of the American College of Foot and Ankle Surgeons, Chris Mahaffey, FASAE, CAE, was contacted by a member who wanted to inspect the association's board minutes. Mahaffey complied, but the member came back disappointed.

"I don't know if he used the word 'cryptic' or not, but he made reference to the fact that the minutes were not terribly elaborative," Mahaffey says. "To which I said, 'They're not meant to be, nor should they be.' "

Boards often publish lengthy minutes out of habit or eagerness to demonstrate how much work they're doing. But revealing details about who said what is a bad move, experts agree, because board minutes can be subpoenaed in litigation involving the association or even individual board members.

"Whoever is taking minutes for an association needs to have a visor in front of their eyes, and on that visor there needs to be written, 'Everything is discoverable,' " says Paula Cozzi Goedert, an attorney at Barnes & Thornburg LLP.

So what ought to be in the minutes? As a legal record of actions taken, not much: the time and date of the meeting, the motions raised, whether they were seconded, and whether they carried or failed. Mark Thorsby, vice president of consulting services at SmithBucklin, occasionally allows a notice of whether a motion carried unanimously but otherwise keeps a tight lid. "It would be hard for me to get to a point where I thought there was too little," he says.

Terse minutes don't just inoculate boards from legal scrutiny; they also bolster board unity, Mahaffey says. "If we agree with the theory that the board speaks with one voice and that it's one entity, then individual opinions should not be in the minutes," he says. (That approach also reduces grandstanding at meetings, Goedert says.) If you're concerned your association won't appear transparent to members, Thorsby recommends giving the chair an opportunity to write a column in a member publication—but even then, take care to "not be specific about 'Bill Jones said this, and Fred Smith asked this.' "

Despite the legal risks, some associations record board meetings for the sake of accurate minutes, but the association would be required to turn over all such recordings in a lawsuit. ("Didn't Watergate teach us anything?" Mahaffey asks.) If you do record meetings, Goedert says, destroy the recording once the minutes are approved.

"And by 'destroy,' " she says, "I mean put it in a gunnysack, tie rocks around it, and throw it in Lake Michigan."

[This article was originally published in the Associations Now print edition, titled "Minimize Minutes."]

Mark Athitakis

Mark Athitakis is a contributing editor to Associations Now.