April 01, 2002
Meetings & Conventions: Planner's Portfolio April 2002 Current Issue
April 2002 lawandplan.gifPLANNER'S PORTFOLIO:

The Law & the Planner

By Jonathan T. Howe, Esq.


How to follow proper parliamentary procedure when taking minutes for a meeting

A meeting is called to order, but who’s keeping tabs on what happens? The minutes should give a full account of what transpires, and there’s more to the task than simply taking good notes.

Most state laws require that corporations maintain a “correct and complete” set of books and records of “account” as well as “minutes of the proceedings” of groups with governance authority.

Expert sources such as Robert’s Rules of Order (Perseus Books Group; by Henry Martyn Robert and The Standard Code of Parliamentary Procedure (American Institute of Parliamentarians; by Alice Sturgis provide guidelines for taking minutes.

For example, Robert’s advises that minutes should describe the type of meeting, the name of the organization, the date and time (start and end) of the meeting, who was present and whether a quorum was in attendance. Also, Robert’s suggests a separate paragraph for each matter brought before the body.

The name of each person who makes a motion and the person who seconds it need not necessarily be included. When motions are adopted, however, the record should reflect the fact that they were passed by a majority or other vote requirement.

Sturgis stresses the importance of minutes, as they provide a legal record and history of the organization. She also says minutes should not include personal opinions, interpretations or comments.

A common question involves what to do when minutes need to be corrected an issue that often is raised after the meeting proper, when a motion is made to approve the minutes. This does not mean that the original minutes are changed; rather, the correction appears in the minutes of the meeting at which the motion for approval has been made.

In the long run, the real concern for those in charge of taking notes is what the courts require. In a recent decision from the court of appeals of North Carolina dealing with a public body, the court held that minutes of a closed session of a county board of commissioners need only reflect a full and accurate account of what took place. This would also apply to any set of minutes.

The court went on to say that truly confidential issues, such as a communication between the board and the attorney representing the organization, do not need to be part of the official record. In the court’s words, “The purpose of minutes is to provide a record of the actions taken by a board and evidence that the actions were taken according to proper procedures. If no action is taken, no minutes (other than a record that the meeting occurred) are necessary.”

Citing another North Carolina decision, the court stated that minutes should contain a record of what was done at the meeting, not what was said by the members; their purpose is to reflect matters such as motions made, by whom they were made, points of order and appeals, and not to show discussion or absence of action.

I have other rules about minutes and their preparation. Resist the temptation to tape proceedings. If you can’t resist, erase the tape when the minutes are approved. If you keep notes, draft the minutes; when they’re approved, you no longer have any need to keep those drafts or notes.

Minutes can provide a substantial defense for an organization, or they can provide a substantial opportunity for the plaintiff or prosecution. Make sure your minutes reflect clearly what was done, not what was said.

Jonathan T. Howe, Esq., is a senior partner in the Chicago and Washington, D.C., law firm of Howe & Hutton, Ltd., which specializes in meetings, travel and hospitality law. Legal questions can be e-mailed to him at

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