Minutes Content

[Guest Holly]

Can someone address specifically what must be documented in Board of Director meeting minutes?  Can a BOD declare an "executive session" and NOT include the content of the discussion in the "executive session" in the Board Meeting minutes?

[Tom Coronite]

Discussion normally would not be included in minutes. Minutes are a record of what was done, rather than what was said.

Minutes should, indeed, be taken of an executive session, recording what was done.

[Richard Brown]

I'm on my cell phone and don't have RONR or the CD-ROM available at the moment. Can someone do a copy and paste from the CD-ROM of what the minutes should contain for guest Holly? Or a somewhat more comprehensive statement from RONR? 

[Josh Martin]

2 hours ago, Guest Holly said:

Can someone address specifically what must be documented in Board of Director meeting minutes?

”The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done.” (RONR, 11th ed., pg. 468)

See RONR, 11th ed., pgs. 468-471 for more information.

2 hours ago, Guest Holly said:

Can a BOD declare an "executive session" and NOT include the content of the discussion in the "executive session" in the Board Meeting minutes?

Yes. Minutes are still taken in executive session, but discussion is not included in the minutes, whether or not the meeting is in executive session.

[Joshua Katz]

However, if the board minutes are ordinarily available to members, the executive session minutes will not be available to members (who are not on the board, of course).