Meetings & Conventions: Planner's Portfolio April
The Law & the Planner
By Jonathan T. Howe,
ROBERT’S RULES STILL RULE
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
Expert sources such as Robert’s Rules of Order (Perseus Books
Group; www.perseusbooksgroup.com) by Henry Martyn Robert and The
Standard Code of Parliamentary Procedure (American Institute of
Parliamentarians; www.parliamentaryprocedure.org) 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
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
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
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 email@example.com.
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