The minutes of your meetings provide the official record of what matters you discussed and what decisions you made. Sometimes, though, the record is wrong; you voted "no" on some issue, say, but the minutes have you voting "yes". "Robert's Rules of Order", which is the standard guide to correct meeting procedure, also provides the rules for how to correct the minutes.
TL;DR (Too Long; Didn't Read)
Approving meeting minutes is the first item of business on the next meeting's agenda. Amending minutes before approval usually requires nothing more than pointing out an error to the secretary, who corrects it.
Who Was Robert, Anyway?
There's more than one guide to meeting procedure, but Robert's Rules of Order is the one most organizations use. Henry Martin Robert was a 19th century U.S. Army engineer. When his community asked him to preside over a public meeting, he bungled the job badly but resolved to do better next time.
Traveling with the Army, he discovered there was no consistent American standard for parliamentary procedure, the rules by which official meetings should be conducted. Robert developed his rules to bring order out of chaos and engineer perfect meeting procedures. You can look in Robert's Rules of Order for an agenda template, procedures for tabling discussion or procedures for making an amendment to a main motion, for example.
Robert's successors update the rules to keep them current. When the first edition came out in 1876, telephones were a novelty. The updated rules deal with questions such as whether conducting board meetings by phone is acceptable.
Taking Down the Minutes
The secretary or clerk of the board is responsible for the minutes. Minutes aren't a transcript of everything that was said. They're a record of what was done, proposed or decided. Making minutes into detailed accounts of debates can often lead to needless arguments about what was said or meant.
The minutes should open with the group name, date, time, place and whether it was a regular, special or emergency gathering. They should establish that a quorum was present, including the chair and secretary or their substitutes, and that the previous meeting's minutes were approved.
The secretary must record motions and report the discussions and votes that took place, including:
- The exact wording of each motion as phrased by the chair.
- Whether there was any debate or discussion on the motion.
- Procedural motions, such as tabling discussion or referring the decision to a committee.
- Amendments to motions.
- The votes and final outcome.
- Certain motions, such as changes to the bylaws, require advance notice. If someone announces his intent to make the motion at the next meeting, the secretary needs to record the notice.
Amending Minutes Before Approval
After the meeting ends, the secretary writes up the draft minutes, to be approved at the next meeting. If it's an annual meeting, the board can assign approval to a subcommittee that will meet before everyone forgets what happened.
If anyone spots an error — the wrong name of someone who addressed the board, say — she can request an amendment. If nobody disagrees, the secretary makes the change, amending the minutes before approval. She then notes that the minutes were "approved as amended."
If other members disagree with the proposed change, the chair can either work out a compromise phrasing or ask the members to vote on the proposed change.
Amending in Advance
With email, it's common for board members to see the draft ahead of time. If one of them spots a factual error, the secretary can change it before the next meeting. They can then send out a revised draft or note the change in the next meeting's minutes.
If the secretary does send out a revised draft, it's important to use file names that make it clear which is the amended version.
If the amendment is likely to be controversial, the secretary has to exercise discretion. It may be better to wait for the next meeting so the other board members can express their objections.
- The Law of Order: How to Take Minutes In 4 Easy Steps
- Robert's Rules: Short History of Robert's Rules
- Robert's Rules: Frequently Asked Questions
- Michigan State University Extension: How to Approve Annual Meeting Minutes
- Community Association Management: Meeting Moment-Amending Minutes
- Jurassic Parliament: Who May Correct Meeting Minutes?
Fraser Sherman has written about every aspect of business: how to start one, how to keep one in the black, the best business structure, the details of financial statements. He's also run a couple of small businesses of his own. He lives in Durham NC with his awesome wife and two wonderful dogs. His website is frasersherman.com