LawReview

Primary Purpose This Law Review was written by

Jed Mandel, founding member of
Chicago Law Partners, LLC, and

of Meeting Minutes general counsel of the Association

Forum.

Q: Some of my board
members want the
minutes to include
a lot of background and
discussion as a “historical re-
cord” for our association, but
I understand that may not be
what minutes are for. What is
the real purpose of minutes?
Beyond those basic elements,
there is some latitude as to
what additional material should
be included in minutes to meet
the needs of a particular as-
sociation, a particular meeting
or the topics discussed.
Meeting minutes have been
accorded significant eviden-
in such cases, is mainly to
record what is ‘done’ by the
assembly, not what is said by
the members.”
Accordingly, it is not
necessary–nor is it wise–to
include comments about who
said what about a particular
matter. As for the thought
item in the agenda should have
a corresponding action item in
the minutes. If attendees are
interested in the background
for a particular item in the
minutes, they can refer to the
supporting material that ac-
companied the agenda.
In sum, minutes should

A:
tiary weight by many courts that such comments will be include certain basic informa-
The primary pur-
and government agencies. revealing or informative later– tion as to the meeting–e.g.,
pose of minutes is
Consequently, those who draft or will help create a “histori- who attended, etc.–and should
to create an official
meeting minutes should do so cal record”–that simply is not report the actions taken at
record of the actions taken at
with the realization that they true. Comments made during the meeting. In doing so, the
a meeting. Minutes serve to
ultimately may be examined in the course of a meeting do not minutes should be written ac-
both memorialize the actions
an investigation of an associa- necessarily reflect the consen- curately and concisely so that
taken for those attending the
tion or in litigation involving sus view. In fact, it often is the any person–whether or not they
meeting as well as for those
an association. In view of this minority view that is expressed attended the meeting–would
who were unable to attend
potential for legal significance, at meetings, with the major- be able to know the decisions
the meeting. The minutes are
meeting minutes also provide ity simply voting in favor or made at the meeting.
not intended to serve—nor
an opportunity for an organi- against the proposed actions.
should they serve—as an exact The answers provided here should not
zation to create a record of As a historical record of the
account of who said what and be construed as legal advice or a legal
its conscientious compliance debate, meeting minutes–even opinion. Consult a lawyer concerning
when, or who disagreed with
with its legal obligations. For a word-for-word recording or your specific situation or legal ques-
whom. Minutes should record tions.
example, if the organization transcript–can be very skewed.
the decisions made, not the
is contemplating a merger or Further, if attendees believe
surrounding discussion. In
other significant transaction, that a record must be made of
addition, remember that min-
the minutes should reflect that their positions, as opposed to
utes also are a legal document,
the board was fully informed, actions taken, they may feel
thus raising another set of
and engaged and deliberated compelled to make speeches
criteria as to their appropriate
on the matter. Presentations for the record. 
content.
and reports given by an organi- It also is not necessary to
At a minimum, meet-
zation’s attorneys, accountants record the mover or seconder
ing minutes should indicate
or other advisors should be of a motion, or who voted for
the time, date and place of
duly noted in the minutes. and against a motion. However,
the meeting, the fact that
Notwithstanding the lati- each member does have the
prior notice of the meeting was
tude available to organizations right to have their dissenting
given, the names of those in
in creating their “record of vote recorded. If a member
attendance, the presence of a
events,” the following sugges- were to request that their
quorum and the official actions
tion from Robert’s Rules of Or- negative vote be noted in the
taken by meeting participants.
der is worthy of consideration: minutes, it should be so noted.
The minutes also should reflect
“In ordinary society meetings Lastly, for a bit of practical
any presentations or reports
and meetings of boards of advice to make the minutes as
presented, the name of the
managers and trustees…there easy as possible to draft and to
party giving the presentation,
is no object in reporting the use, it is a good idea for them
and the fact that the board
debates; the duty of the clerk, to follow the agenda. Each
discussed the proposed action.

14 FORUM NOVEMBER/DECEMBER 2014