Comments on Legal Requirements for Meeting Minutes

[Back to USENIX Documents] By Jed R. Mandel, Esq. Of Neal Gerbver & Eisenberg, Chicago, IL One of the most basic elements of association activity is meeting minutes. And a frequently asked question is what belongs in them and what does not. As is virtually self-evident, the primary purpose of association meeting minutes is to create an official record of the events that transpired at a meeting, particularly for those who were unable to attend the meeting. However, it is important to keep in mind that minutes also serve as legal documents thus raising a second set of criteria with respect to their appropriate content.

At a minimum, meeting minutes should indicate the time, date, and place of the meeting, the fact that prior notice of the meeting was given, the names of those in attendance, the presence of a quorum, and the official actions taken by meeting participants. Beyond those basic elements, there is some latitude as to what additional material should be included in minutes in order to meet the needs of a particular association, a particular meeting, or the topics discussed.

Meeting minutes have been accorded significant evidentiary weight by many courts and government agencies. Consequently, those who draft meeting minutes should do so with the realization that they ultimately may be examined in an investigation of an association or in litigation involving an association. In view of this potential for legal significance, meeting minutes also provide an opportunity for an organization to create a record of its conscientious compliance with its legal obligations.

Notwithstanding the latitude available to organizations in creating their "record of events," the following suggestion from Robert's Rules of Order is worthy of consideration: "In ordinary society meetings and meetings of boards of managers and trustees, there is no object in reporting the debates; the duty of the clerk, in such cases, is mainly to record what is 'done' by the assembly, not what is said by the members."

Thus, in general, it is not necessary, nor is it wise, to include comments about who said what about a particular matter. As for the thought that such comments will be revealing or informative later, that simply is not true. Comments at a meeting do not necessarily reflect the consensus view. In fact, it often is the minority view that is expressed at meetings, with the majority simply voting in favor or against the proposed action. As an historical record of the debate, meeting minutes can be very skewed. Further, if attendees believe that a record must be made of their positions, as opposed to actions taken, they will be compelled to make speeches for the record.

It also is not necessary to record the mover or seconder of a motion or who voted for and against a motion. However, each member does have the right to have their dissenting vote recorded. Thus, if a member were to request that their negative vote be noted in the minutes, it should be so noted.

From another perspective, when the names of movers, seconders and those opposed and in favor of an action are listed, it provides the "public," including potential plaintiffs in actions against the organization, with a ready list of friends and foes. Moreover, it suggests potential divisiveness within the organization where, to the degree possible, it always is beneficial to give the appearance of a united front.

Lastly, in order to make the minutes as easy as possible to draft and to use, it is a good idea for them to follow the agenda. Each 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 accompanied the agenda.

In sum, minutes should include certain basic information as to the meeting (e.g., who attended, etc.) and should report the actions taken at the meeting. In doing so, the minutes should be written accurately and concisely so that any person, whether or not they attended the meeting, would be able to know what took place. For more information contact: Mr. Mandel at 312/269-8042