drafting minutes

Ten Things: Preparing Board of Director Meeting Minutes

I want to pivot away from the “value” discussions that have dominated the last several “Ten Things” posts to get back to some tactical, nuts and bolts problems facing in-house lawyers from the corporate governance-side of things.  I have written about basic corporate governance as well as how to protect your board of directors, but one question I have gotten several times over the past few months is how to prepare proper board of directors meeting minutes.  Preparing board meeting minutes is another one of those tasks that no one really teaches you how to do, you just kind of figure it out.  Or, at least, that’s how I learned.  My learning method was pretty simple, when I first stepped into the role of corporate secretary I looked at the minutes of the last year of board meetings prepared by my predecessor and kept what I liked and discarded what I didn’t like – guided mostly by common sense.  I also found a few publications on proper board meeting minutes and read those (some of which are noted later in this post).  That’s it.  Over the years, I learned a lot about drafting board meeting minutes, mostly on what not to do because you could fill a file cabinet with all of the different advice on what to do when drafting minutes (and who needs another file cabinet full of crap?).  Anyway, since you all asked so nicely, this edition of “Ten Things” discusses my thoughts on how to prepare proper board of directors minutes: