A Guide for Writing Regular and Executive Session Minutes
When taking minutes, keep it simple and factual. Remember, these are a legal document. Put just enough information to frame it so that someone 10 years from now would be able to understand the topic and what actions were taken (motions).
- In the header, note who was present; the date and if this is a Board or Executive Committee executive session; location of meeting
- Provide a summary of the topic(s)
- Avoid he said/she said; verbatim or summary of discussion. Simply stating “Discussion was had.” is sufficient.
- Note any motions that were made and if it passed or failed.
- Some organizations have a tradition of signing off on the the minutes kind of like a letter. So it might say “Respectfully Submitted” followed by the minute takers name and title at the bottom of the minutes.
Check out the resources section for a free, comprehensive minutes template!
Sometimes it’s necessary to go into executive session. These times might be to discuss a personnel issue, a controversial issue, or a sensitive situation. If the Board goes into executive session, then a whole new set of minutes need to be created. These minutes are kept separate from the regular meeting minutes and shouldn’t be shared with anyone except those who are on the Board – They are considered top secret!
To enter and exit from executive session there should be a couple of motions like these:
Motion: I move to enter into executive session.
This motion would be placed in the regular meeting minutes.
If there are certain people that should participate in the executive session besides the Board, then that needs to be stated in the motion. Otherwise, only the Board members can stay in the room.
Motion 2: I move to adjourn the executive session and return to the regular session of the Board meeting.
This motion needs to be placed into the executive session minutes.
As always, regular minutes are approved at the next meeting. But what about approving the executive session minutes? Well, that will need to be approved at the next meeting as well. Remember, these are top secret, so the Board will need to move into executive session again. The group can review the minutes and approve them there. However, as long as there is no other business conducted except approving the minutes during executive session, then do not take minutes for this executive session – this would be a never-ending cycle otherwise! So then where is the motion to approve the minutes logged? That is done in the regular session minutes. The summary would look something like this:
Motion: Director Jones moved, and it was seconded, to enter into executive session. Passed.
The Board of Directors entered into executive session. The only business that was had was approving the minutes from the last executive session dated January 3, 2022 and here is the motion that was passed:
Motion: Director Anderson moved, and it was seconded, to approve the executive session minutes dated January 3, 2022 as presented. Passed.
Since no other business was heard during executive session, the executive session was adjourned.
Motion: Director Jackson moved, and it was seconded, to adjourn the Executive Session and resume the regular session of the Board of Directors. Passed.
Clear as mud? Give me a shout and we can talk through it. In the meantime, be sure to check out the minutes template in the resources section. It also contains other tips and tricks and shows how to apply this article.
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