6 Things to Know About Keeping Minutes

By Raul Rivera

It is probable that the most frustrating thing a church secretary has to do is take board meeting minutes.  In my conversations with many "minute takers," the most common question I get is, "What should I write down?"  Is not that one of your primary concerns?  What if you miss something?  What does the law require?  Should you keep your notes?  Can you record the meetings?  If so, do you keep the recordings after the minutes have been taken?  The list of questions goes on and on.  Let me put to rest some of the concerns and anxieties that you may have.

What is a board meeting?

For the purposes of this lesson, a board meeting is the gathering of the group of people in the ministry who are responsible for the direction of the organization and whose vote and decisions are legally binding upon the corporation (ministry).  In your ministry, that could be the board members, trustees, elders, senior leadership team or members.

How do I know who is really the board of my ministry?

The group of people legally responsible for the decisions of the ministry are usually set in the articles of incorporation or the constitution and bylaws.  A common mistake made by churches and ministries is that board members are often times removed and added in a way that is inconsistent with what the articles of incorporation allow.  This can have serious consequences because a person that is incorrectly removed from the board can have a legal claim against the ministry and cause grief.  So, how can one be sure of their board?  Let me explain below.

Conduct a historical audit of your minutes

One thing you should do is to audit your minutes. Why not take a moment and gather all of your church's minutes from the past, since inception.  Now, write down the name of each of your current board members on a list. Then, write down the names of your past board members.  You should have two lists.  

First, look at the list of your current board members and then look through your past minutes and answer the questions below.

Is it documented in the minutes that:

• the church kept the provisions of the articles of incorporation and constitution and bylaws in inviting each board member to serve?
• each board member agreed in writing to serve on the board? 
• each board member's vote on the board has equal power among all the other votes on the board?
• each board member signed a conflict of interest statement each year?

Now look at the list of the past board members and then look through your minutes taken in the past and follow the instructions below.

In addition to the list above, is it documented in the minutes that:

• each past board member either resigned or was properly removed from the board in accordance with the articles of incorporation and the constitution and bylaws?

How did you do?  Do you have a mess?  If you do, do not worry, there is hope.  In my experience, this issue can be fixed.  We will talk about that later.

Minutes step-by-step

So, you have a board meeting coming up and you want the minutes to be perfect, but honestly, you are not sure that you know how to take minutes properly.  After all, state law requires that minutes be taken at every board meeting, and the IRS may fine your church and board members if the minutes fail to properly document decisions as required by section 4958.  What does a church secretary do to ensure that the board meeting is properly called and documented?

The steps below will help you.

1. Prepare an agenda: An agenda is a list of items to be discussed and considered at the board meeting.  Make sure you follow the proper format.  The format should have an opening, prayer, reading of the minutes from the previous board meeting, old business, new business, officer reports, open floor and closing.  
2. Send a notice:  State law requires your ministry to comply with proper notice requirements.  The notice must contain the date, time and location that a board meeting will take place.  We recommend that you make every effort to send the notice at least 10 days in advance of the board meeting to give each board member enough time to prepare, and the necessary plans to attend.  The notice should be sent by mail or email. If your bylaws allow, you can also post it in a conspicuous location in the church. When you send the notice, you should also attach a copy of the agenda and a copy of the minutes from the previous board meeting.  
3. Take notes:  Note taking is probably the most difficult thing about a board meeting.  What should one write?  How much should one document?  To make it easier, the minute taker should have a note taking form, like the one that the Compliance Kit creates for you, that is based on the agenda.  At a minimum you should document minimal discussions, followed by a motion made to vote on the matter and who seconds the motion.  Now, you document who votes yes and who votes no.  If the majority of the votes are yes, then the item is passed; if the majority vote no, then it does not pass.  I cannot stress how important it is to take good notes by allowing yourself to be guided by a good note taking form.  If your bylaws allow, I recommend that you record the board meeting in audio format.  It will be helpful, if you need to hear a certain portion again.  
4. Convert the notes to minutes:  Here is where your note taking form will shine.  If you used it properly, all you have to do is convert the notes to a formal set of minutes.  Each item on the agenda must have a discussion, a motion duly made, followed by who voted yes and who voted no and whether there were enough votes to pass the motion.  
5. Signatures:  One confusing aspect about approving minutes if that the minutes you write for today's board meeting are not approved until the next board meeting.  This means that at each board meeting, the board votes to approve the previous minutes.  It is important that, once the minutes are approved, they be signed by at least two officers.  I recommend that they be signed by the president and secretary.  
6. Corporate seal:  Aha!  The corporate seal.  Why have one?  First of all, state law requires corporations to have a corporate seal.  Secondly, the corporate seal serves to show that the content of a signed document is an act and deed of the ministry, as opposed to one that is merely signed by a director.  A signature without a seal can be interpreted to be an act carried out on behalf of the ministry by its officers or directors.  The seal makes it clear that you did not sign in your personal behalf, but rather as an act of the corporation (ministry).  It keeps you from being held personally liable for the consequences of an act of the ministry.

Practice makes perfect

I encourage you to take time to practice taking minutes.  Invest time and money in getting the knowledge you need to protect the ministry God has entrusted into your hands.  Use the Compliance Kit software program or attend one of our conferences.  You will be glad that you did.  We guarantee it.

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