Summarize:

You might have taken handwritten notes while sitting in the meeting. Even if you typed your notes, you might have caught only fragment sentences. As soon as possible, sit down and type up more complete minutes.  Remember to use standard grammar and complete sentences. For example, “Mr. Smith objected to the new line of credit” is acceptable. “Smith no on credit” isn’t. There are corporate meeting templates available online. You might want to look at them if you need help figuring out how to organize your minutes. At the top of your page, include the where, when, and who attended or was absent. Also note any guests and who wrote down the minutes for the meeting. For example, you can write: “Minutes of a regular meeting of the board of Directors of ABC Company, held January 22, 2017 at 1245 Corporate Avenue. The following directors were present: Abrams, Jones, Smith, Calvert, Bono. The following directors were absent: Clinton. The following guests were present: Michael Matthews, CPA.  Minutes recorded by J. Allen.” State who called the meeting to order and acknowledged the existence of a quorum. Also state the time. For example, “Chair Abrams called the meeting to order at 6:15 pm and noted the presence of a quorum. He introduced the guests in attendance.” For example, you can write: “On motion made, seconded, and carried, the Board approved the previously distributed minutes dated [insert date].” Some reports are given at every meeting. However, you may also have had a special presentation related to an agenda item. Identify the following:  Who gave the presentation or report. Also identify their title. Some presentations are given by guests, and the minutes should fully reflect their identity. What the presentation or report was about. Whether the presenter responded to questions asked. If a report was offered for adoption by the board, note whether there was discussion and if it was adopted. For example, “After a brief discussion of the issues, a motion was made to accept the financial report, which was seconded and passed.” The board might have decided to adopt a resolution or take action on some other agenda item. You should summarize the discussion of the members. Also note the vote on each item.  Use simple language. Avoid unnecessary words and adjectives, which clutter the minutes. For example, “Mr. Smith disagreed with Ms. Jones” is preferable to “Mr. Smith strenuously disagreed with Ms. Jones.” Properly identify documents the attendees review. For example, “The Board approved the proposed additions to the conflict of interest policy” is unclear. Instead, identify the document: “The Board unanimously approved the ‘Addition to Conflict Reporting’ proposal dated June 1, 2016, a copy of which was distributed before the meeting.” Some corporate agenda items are more important than others. They are important because future lawsuits might arise out of the board’s decision. Lawyers and judges will treat your minutes as an accurate portrayal of how the board acted. To protect the board, you should provide more detail.  Mergers and acquisitions, stock buybacks, and other significant decisions will require more detail. Directors can be sued for improperly exercising their business judgment. Board members often must consult with experts or review reports/studies before making a decision in these areas. Your minutes should reflect that an expert presentation was made or that you distributed studies or reports to board members ahead of the meeting. You should also note that sufficient time was given to discussion and that the board acted in a business-like manner. Note whether the board discussed alternatives to the proposed course of action. Summarize why the board rejected or adopted the alternative course of action. Note the following, where applicable, in the chronological order in which they occurred at the meeting:  Announcements. The Chair or other members might have made announcements about upcoming meetings or other issues. Executive session. State whether the board went into executive session after staff and guests left. Adjournment. For example, you can write, “There being no additional business, the meeting was adjourned at 7:55 pm.” Your draft needs to be reviewed. Follow your corporation’s policy. For example, you might need to show your draft to the General Counsel or the Chief Financial Officer. They may make comments, which you should incorporate.  You may then need to distribute the draft to a broader group of management, which may also have comments. Finally, you will distribute the minutes to the full board, since they will be voting on the minutes for the next meeting. Once approved by the board, minutes are final. You should avoid making changes to them. Some experts suggest you can make minor edits, such as fixing spelling errors. However, there’s really no need to correct typos and other tiny errors unless they prevent someone from understanding what was written. You should never change anything substantive. If a board member wants to make a change to approved minutes, tell the board chairperson. You don’t have to file your corporate minutes with your state. However, you probably must store them with your other corporate records, such as your bylaws and articles of incorporation. Keep the minutes for at least seven years or perhaps indefinitely, depending on your internal policies.  If your minutes incorporated a document by reference, attach the document. You should also discard any drafts of your minutes after the final version has been adopted. You may also have to delete back-up electronic versions of the minutes.
Type the minutes as soon as possible. Identify when the meeting was held. Note when the meeting was called to order. State whether prior minutes were adopted. Note any reports or presentations given. Summarize the discussion of agenda items. Provide fuller notes on important agenda items. Add remaining information. Circulate your draft minutes. Avoid making changes to final minutes. Store your approved minutes.