LawReview

This Law Review was written by Jed Mandel, founding member of Primary Purpose Chicago Law Partners, LLC, and general counsel of the Association of Meeting Minutes Forum.

Some of my board Beyond those basic elements, in such cases, is mainly to item in the agenda should have members want the there is some latitude as to record what is ‘done’ by the a corresponding action item in Q:minutes to include what additional material should assembly, not what is said by the minutes. If attendees are a lot of background and be included in minutes to meet the members.” interested in the background discussion as a “historical re- the needs of a particular as- Accordingly, it is not for a particular item in the cord” for our association, but sociation, a particular meeting necessary–nor is it wise–to minutes, they can refer to the I understand that may not be or the topics discussed. include comments about who supporting material that ac- what minutes are for. What is Meeting minutes have been said what about a particular companied the agenda. the real purpose of minutes? accorded significant eviden- matter. As for the thought In sum, minutes should 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 A: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 zation to create a record of As a historical record of the The answers provided here should not account of who said what and be construed as legal advice or a legal its conscientious compliance debate, meeting minutes–even when, or who disagreed with opinion. Consult a lawyer concerning with its legal obligations. For a word-for-word recording or your specific situation or legal ques- whom. Minutes should record example, if the organization transcript–can be very skewed. tions. 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

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