INTRODUCTION

Minute taking is a very significant function in an organization. People frequently find themselves called upon to take the minutes of a meeting, with little guidance on how one is expected to produce a precise record of what happened.Ambiguous agreements, a vague agenda, interruptions and a poor chairman are just some of the factors that can make this a daunting task.

The position of a minute taker can vary in different organizations. The basic understanding is that it involves attending the meeting, taking the notes and then typing up the final minutes of the meeting. Although, these activities are the key part of the role of a minute taker, there are many other tasks which may fall under the purview of the same. Many of these will associate it with the administrative tasks to be carried out before, during and after the meeting. To be a successful minute taker, it is required to have a professional approach and the application of a broad range of skills.

Taking minutes is more as an art than as a science. The major issue at stake here is not so much the taking of minutes but what is done after that to ensure accuracy and security. Prompt drafting and delivery is crucial. The agenda items are written in advance and any presentations that are going to be seen by the board can be included. Only the actual discussion forming part of the meeting needs to be recorded later. This preparation of lot of materials ahead of time helps the job of getting the minutes drafted in a much easier way.

The overall purpose of minutes is to preserve an accurate and official record of decisions made and actions taken. As such, minutes are direct prima facie evidence that a meeting was held, who attended and what happened in the meeting. A number of legal requirements and concepts support this overall purpose.

Best practices will include having relevant members of management comment on the first draft. In most organizations, it becomes very apparent who makes clarity-enhancing comments to minutes and who is just editing for style. Clarity comments are more acceptable while style comments can be rejected in a major proportion. His is especially important in order to ensure that the minutes remain consistent from meeting to meeting.

Use the three fundamentals of “Accurate”, “Accessible” and “All the Same” when you prepare minutes. You will have a strong foundation of practice and good process if your minutes ever come into question. Your board and management will appreciate how easy the minutes are to read and understand. Most importantly, you will make your own life easier, because research is simpler when resources are short, clear and stand out on the page. Similarly, comments are fewer when language is clear and precise.

WHAT ARE THE MINUTES

Minutes of a meeting are the documented evidence of the business transacted at a particular meeting and of the decisions reached. They are the permanent record of the proceedings in a particular meeting. Good minute taking is a fairly difficult and a time consuming task. It is far more than just an administrative task. Although, there is no statutory format for writing minutes of a meeting, minutes should be explicit, brief and unambiguity. All relevant dates and figures should be stated and should not be left ill-defined. Minutes must be impartial. Minutes should not be altered, except to correct grammatical errors. This should be done before the signature, with the alterations being initiated by the Chairman. Once signed, minutes shall not be altered and any subsequent revisions should be dealt with by amending minutes at a subsequent meeting.

THE PURPOSE OF MINUTE TAKING

The objective of minute taking is to provide an explicit, unbiased and balanced internal record of the business transacted at a meeting. The degree of detail recorded will depend, to a large extent, on the needs of the organization, the sector in which it operates the requirements of any regulator and the working practices of the chairman, the board and the corporate secretary. At a minimum, minutes should include the key points of discussion, decisions made and, where appropriate, the reasons for them and the agreed actions, including a record of any delegated authority to act on behalf of the company. Distortion, ambiguity and reinterpretation can often occur when only memory is relied upon and this is the reason why a professional approach is required to be taken in the production of minutes.

Minutes must be:

·        Objective

·        Clear

·        Concise

·        Complete

Minutes should be written:

·        Impersonally

·        In the Past Tense

Minutes should contain:

·        The name of the Company

·        The type of the meeting

·        The day and place of the meeting

·        Those present or in attendance

·        Relevant details of discussion

·        The full terms of resolution adopted, etc.

AN EFFECTIVE MINUTE TAKER

The qualities of a good minute taker include:

·        Listening to multiple voices at the same time and capturing both their arguments and their tone.

·        Summarizing an argument accurately and recording decisions taken and action points on which to follow up.

·        Identifying which parts of the discussion are material and which should be recorded.

·        Having the confidence to ask the clarification.

·        Having the confidence to stand firm when someone asks them to deviate from what they believe to be an accurate record.

THE WRITING STYLE

Minutes need to be written in such a way that someone who was not present at the meeting can follow the decisions made in the meeting. Minutes can also form part of an external audit and a regulatory view, and may also be used in legal proceedings. While writing minutes, it is significant to keep in mind that a formal, permanent record is being created, which will comprise part of the ‘Corporate Memory’. Minutes should give an unbiased, balanced, clear and objective record of the meetings, but they should also be reasonably precise. The importance of accuracy should not be underestimated, as the minutes of a meeting become the definitive record of what happened at that meeting and who attended. Court will rely on them as being conclusive evidence unless proved otherwise. The way how minutes are written will be a matter of style and practice for the organization.

Historically, the convention has been that:

·        Minutes should be written in past tense and in the conditional mood for future actions, i.e., would and should, rather than will and shall.

·        The board/committee has the collective responsibility for its decisions; so, naming the individuals should be avoided wherever possible, although there is no such specific rule.

·        Minutes should be sequentially numbered for ease of reference.

USE OF TECHNOLOGY FOR MANAGING MINUTES

The process of taking minutes varies a lot from company to company. Some Company Secretaries make extensive use of technology to manage the minutes and treat them similarly to other corporate records. Others simply keep the minutes in hard copy under lock and key. Latter approach is still the most common, but it is starting to change as the problems inherent with hardcopy become more obvious and as demands for information increase.

While using technology for managing minutes, the following principles may be noted:

·     All materials provided to the board/committee for information or consideration should be collected and retained by the Company Secretary. They should be stored and protected in a manner that deters tampering.

·    Meeting briefing materials, meeting presentations, monthly operating updates and similar materials should be preserved with details.

·       Objective of the management should be to ensure that the board has, on a timely basis, all material data relevant to issues that they will be acting on. If the board is not satisfies with the information being provided, it is their responsibility to instruct management on changes they desire.

·     All board and committee minutes should be prepared promptly and presented for review and approval of all board members at the board’s next regular meeting. Committee actions pursuant to authority delegated by board should be presented for the information of all board members.

·        Proposed resolution should be incorporated in the Agenda itself, allowing directors the opportunity to consider their import as well as the proper substance and wording.

·        Once board and committee minutes have been approved, their integrity should be safeguarded, and they should not be altered in any manner without the express approval of the board.

·        Final minutes should be made accessible to the board and the management who are responsible for carrying out the board’s directions, without being ‘filtered’.

Advanced records management technology helps to ensure the accuracy and security of Board minutes. Once the draft is done, it enters the document management system. Any changes made to the draft after it enters the system will be automatically noted making it easy to track version control. As soon as the minutes are finalized and uneditable scan shall be made which can be added to the records management system.

Certain companies tape record their meetings which is transcribed so that there are very few errors or changes that need to be made once the minutes are written.

After the minutes are approved, a scan is taken and stored on the server and then the minutes themselves are stored in a locked, fireproof room.

Though different methods yield benefits, a major advantage to using technology is the ease with which searches can be done. It is not uncommon that you need to go back into the minutes and find where the board discussed certain issues. On the other side, going back through years of hard copy books would be much more tedious.

Developing your own toolkit with everything you need for taking minutes of the meeting will ensure the quality and accuracy of the final minutes.

Navin Kumar Jaggi

Aashna Suri